Apimeds Pharmaceuticals US Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-42545 Apimeds Pharmaceuticals US, Inc.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of June 30, 2025 the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the registrant’s common stock outstanding, other than securities held by persons who may be deemed affiliates of the registrant,computed by reference to the closing sales price of $1.76 on June 30, 2025, for the registrant’s common stock, trading on such date, asreported on NYSE American LLC, was approximately $7,811,096.48. As of April 30 2026, there were 12,575,983 shares of the registrant’s common stock, par value $0.01 per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePart I1Item 1. Business1Item 1A. Risk Factors38Item 1B. Unresolved Staff Comments38Item 1C. Cybersecurity39Item 2. Properties40Item 3. Legal Proceedings40Item 4. Mine Safety Disclosures40Part II41Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities41Item 6. [Reserved]41Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations41Item 7A. Quantitative and Qualitative Disclosures About Market Risk46Item 8. Financial Statements and Supplementary Data46Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure47Item 9A. Controls and Procedures47Item 9B. Other Information48Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48Part III49Item 10. Directors, Executive Officers and Corporate Governance49Item 11. Executive Compensation55Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters57Item 13. Certain Relationships and Related Transactions, and Director Independence66Item 14. Principal Accountant Fees and Services70Part IV71Item 15. Exhibi