SCHEDULE 13D: Inscobee and Apimeds Inc. Disclose Majority Stake in Apimeds Pharmaceuticals US Following IPO and Note Conversion

Inscobee Inc. and its subsidiary Apimeds Inc. have jointly disclosed a combined beneficial ownership of 55.4% in Apimeds Pharmaceuticals US, Inc. following the company's initial public offering and the conversion of outstanding promissory notes.

Summary

• Inscobee Inc. and its wholly-owned subsidiary, Apimeds Inc. (Apimeds Korea), have filed a Schedule 13D, disclosing their combined beneficial ownership in Apimeds Pharmaceuticals US, Inc.
• As of May 12, 2025, the reporting persons collectively own 6,416,365 shares of Common Stock, representing 55.4% of the Issuer's outstanding shares.
• This ownership is based on 11,575,983 shares of Common Stock outstanding, which includes 8,193,398 shares from the Issuer's Form 10-K, 3,375,000 shares issued in the IPO, and 297,133 shares from note conversions.
• Inscobee participated in the IPO on May 12, 2025, purchasing 500,000 shares at $4.00 per share for a total of $2,000,000, funded by working capital.
• Convertible promissory notes held by Apimeds Korea (August 2021 Note for $400,000, March 2022 Note for $160,000) and Inscobee (June 2022 Note for $100,000) automatically converted into Common Stock upon the IPO.
• An aggregate of $772,545 of principal and accrued interest from these notes converted into 297,133 shares of Common Stock at a conversion price of $2.60 per share.
• The reporting persons hold their shares for investment purposes and intend to participate in discussions regarding the Issuer's business, operations, prospects, capitalization, and corporate governance.
• Both Inscobee and Apimeds Korea have entered into a 180-day lock-up agreement with the Underwriter, D. Boral Capital LLC, restricting the sale or transfer of their shares following the IPO.

Sentiment

Score: 7

Explanation: The filing indicates a significant, controlling investment by a diversified holding company and its subsidiary into Apimeds Pharmaceuticals US, Inc., following a successful IPO and debt-to-equity conversion. This suggests confidence from the reporting persons and a strengthened capital structure for the Issuer. The lock-up agreement, while restricting immediate liquidity for the reporting persons, is a standard practice in IPOs and indicates commitment.

Positives

• Significant investment by key stakeholders (Inscobee and Apimeds Inc.) demonstrates confidence in Apimeds Pharmaceuticals US, Inc.
• The successful completion of the Initial Public Offering (IPO) at $4.00 per share indicates market interest and provides capital to the Issuer.
• The conversion of convertible notes strengthens the Issuer's balance sheet by converting debt into equity.
• The reporting persons intend to actively participate in discussions regarding the Issuer's business, operations, prospects, capitalization, and corporate governance, suggesting engaged oversight.

Negatives

• The 180-day lock-up agreement restricts the liquidity of the reporting persons' significant shareholdings for that period.

Risks

• The reporting persons reserve the right to increase or decrease their position in the Issuer through open market or private transactions, which could impact share price volatility.
• The lock-up agreement prevents the reporting persons from selling their shares for 180 days, which could lead to a large volume of shares becoming available for sale after the lock-up period expires, potentially impacting the stock price.

Future Outlook

The reporting persons state their intention to hold the shares for investment purposes and to participate in discussions regarding the Issuer's business, operations, prospects, capitalization, and corporate governance. They reserve the right to increase or decrease their position in the Issuer through future transactions.

Management Comments

• "The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements."
• "The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate."
• "All of the Common Stock that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, are held for investment purposes."
• "The Reporting Persons will in the ordinary course of business participate in discussions, including with other members of the Issuer's board of directors, management, and other Issuer investors, regarding the Issuer's business, including its operations, prospects, capitalization and corporate governance."
• "The Reporting Persons reserve the right to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable."
• "The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4."

Industry Context

This filing primarily concerns a change in ownership structure and capital raising for Apimeds Pharmaceuticals US, Inc. It highlights the entry of a significant South Korean diversified holding company (Inscobee) and its subsidiary (Apimeds Korea, focused on Apitoxin for inflammation/pain management) into a controlling stake of a US-based pharmaceutical company. This could indicate a strategic move by Inscobee to expand its life sciences footprint in the US market, potentially leveraging Apimeds Korea's expertise in Apitoxin.

Related Party Transactions

• Inscobee Inc. and Apimeds Inc. (a wholly-owned subsidiary of Inscobee) are the reporting persons and have acquired significant ownership in Apimeds Pharmaceuticals US, Inc.
• Inscobee purchased 500,000 shares in the IPO for $2,000,000.
• Convertible promissory notes issued to Apimeds Korea (August 2021 Note for $400,000, March 2022 Note for $160,000) and Inscobee (June 2022 Note for $100,000) converted into Common Stock. These notes were loans from the reporting persons to the Issuer prior to the IPO.

Stakeholder Impact

• Shareholders: Existing shareholders will see a significant portion of the company's ownership concentrated in Inscobee and Apimeds Inc., potentially leading to more stable long-term strategic direction but also reduced float. New shareholders from the IPO have invested alongside these major holders.
• Company (Apimeds Pharmaceuticals US, Inc.): The IPO provides new capital, and the note conversion strengthens the balance sheet by reducing debt. The company gains a controlling shareholder group with stated intentions to engage in corporate governance.
• Employees: No direct impact mentioned, but a strengthened financial position and clear strategic direction from major shareholders could provide stability.
• Creditors: The conversion of convertible notes into equity reduces the company's debt obligations, which is positive for creditors.

Next Steps

• The reporting persons will participate in discussions regarding the Issuer's business, operations, prospects, capitalization, and corporate governance.
• The lock-up period for the reporting persons' shares will expire 180 days after May 12, 2025.
• The reporting persons reserve the right to increase or decrease their position in the Issuer through future transactions.

Key Dates

Recommendation

Keywords

Apimeds Pharmaceuticals US, Inscobee Inc., Apimeds Inc., Schedule 13D, beneficial ownership, initial public offering, IPO, convertible notes, lock-up agreement, pharmaceuticals, biotechnology, corporate governance, SEC filing, D. Boral Capital LLC