Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Apimeds Pharmaceuticals US, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
03771D102 (CUSIP Number) |
You In Soo CEO Room 613, Digital-ro 130, 6F Geumcheon-gu Seol, M5, 08580 82-70-7600-7007 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/25/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03771D102 |
| 1 |
Name of reporting person
Inscobee Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,099,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage in Row 13 is based on 12,575,983 shares of common stock, par value $0.01 per share (the "Common Stock"), of Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the "Issuer") outstanding as of February 26, 2026, as reported by the Issuer in its Definitive Proxy Statement on Schedule 14C filed on February 27, 2026 (the "Definitive 14C").
SCHEDULE 13D
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| CUSIP No. | 03771D102 |
| 1 |
Name of reporting person
Apimeds Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,316,618.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage in Row 13 is based on 12,575,983 shares of Common Stock outstanding as of February 26, 2026, as reported by the Issuer in the Definitive 14C.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Apimeds Pharmaceuticals US, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
100 Matawan Road, Suite 325, Matawan,
NEW JERSEY
, 07747. | |
Item 1 Comment:
This Amendment No. 3 to the Schedule 13D (this "Amendment No. 3") relates to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D filed on May 19, 2025 (the "Original Schedule 13D"), Amendment No. 1 to Schedule 13D filed on January 26, 2026 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D filed on March 20, 2026 ("Amendment No. 2") by Inscobee Inc. ("Inscobee") and Apimeds Inc. ("Apimeds Korea" and together with Inscobee, the "Reporting Persons") as set forth herein. | ||
| Item 2. | Identity and Background | |
| (a) | This Item 2(a) is not being amended by this Amendment No. 3. | |
| (b) | This Item 2(b) is not being amended by this Amendment No. 3. | |
| (c) | This Item 2(c) is not being amended by this Amendment No. 3. | |
| (d) | This Item 2(d) is not being amended by this Amendment No. 3. | |
| (e) | This Item 2(e) is not being amended by this Amendment No. 3. | |
| (f) | This Item 2(f) is not being amended by this Amendment No. 3. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
This Item 3 is not being amended by this Amendment No. 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Amendment No. 2 is hereby amended to add the following: On March 25, 2026, the Reporting Persons issued a press release announcing that, on March 24, 2026, MindWave Innovations Inc. issued a press release (the "MindWave Press Release") on behalf of the Issuer, without the prior authorization or knowledge of the newly appointed Board or the officers of the Company, among other things, challenging the actions taken by Apimeds Korea and Inscobee in the Written Consent and alleging that such actions constitute a breach of Inscobee and Apimeds Korea's obligations pursuant to the Support & Lock-Up Agreement and threatening potential litigation against Inscobee, Apimeds Korea and the Company to challenge the validity of the Written Consent. The Reporting Persons strongly disagree with the allegations in the MindWave Press Release and believe that the Written Consent does not violate the Support & Lock-Up Agreement and remains validly delivered and the actions taken therein effective as of the date of delivery to the Company. The Reporting Persons maintain that the actions authorized by the Written Consent are squarely outside the scope of any irrevocable proxy granted pursuant to the Support & Lock-Up Agreement, which, at most, was limited to: (a) voting in support of certain stockholder proposals required in connection with the Merger; and (b) voting against any transactions which would be contradictory to the Merger. Neither Inscobee nor Apimeds has taken any action in contravention of the proxy. Inscobee, Apimeds Korea and the Issuer reserve all rights with respect to the contents of the MindWave Press Release, reserve the right to challenge the validity of the Support Agreement, and intend to vigorously defend the validity of the Written Consent should the former officers and directors of the Issuer pursue litigation. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | This Item 5 is not being amended by this Amendment No. 3. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
This Item 6 is not being amended by this Amendment No. 3. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is being amended to add the following exhibit: 99.1: Press Release issued by Reporting Persons on March 25, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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