UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (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, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from
to

 Commission File Number: 001-42545

 Apimeds Pharmaceuticals US, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 85-1099700

 (State or other jurisdiction of

incorporation or organization)

 (IRS Employer

Identification No.)

 2 East Broad Street 2 nd Floor

 Hopewell, NJ

 08425

 (Address of principal executive offices)

 (Zip Code)

 808 - 209-7887

 (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:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.01

 N/A

 N/A

 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

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405
of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes
No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act:

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 As of June 28, 2024, the last business day of
the registrant's last completed second quarter, there was no established public market for the registrant's common stock.

 As of April 15, 2025, there were 8,193,398 shares
of the registrant's common stock, par value $0.01 per share, issued and outstanding.

 EXPLANATORY NOTE

 Apimeds Pharmaceuticals US, Inc. (the "Company"),
is filing this Amendment No. 1 on Form 10-K/A (this "Form 10-K/A") to amend its original Annual Report on Form 10-K for the
year ended December 31, 2024 originally filed with the Securities and Exchange Commission (the "SEC") on April 15, 2025 (the
"Original Form 10-K"). This Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company's
subsequent reports filed with the SEC. Except for the information specifically amended and restated herein, this Form 10-K/A has not been
updated to reflect events, results or developments that occurred after the date of the Original Form 10-K, nor does it change any other
disclosures contained in the Original Form 10-K.

 This Form 10-K/A is being filed to correct disclosure
in Part II, Item 9A. "Controls and Procedures" of the Original Form 10-K to indicate that the Company's disclosure
controls and procedures were not effective as of December 31, 2024. Accordingly, Part II, Item 9A. "Controls and Procedures"
is hereby amended in its entirety. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), this Form 10-K/A revises Part IV. Item 15. "Exhibits and Financial Statements" to include new
certifications of the Company's Chief Executive Officer and Chief Financial Officer filed as exhibits to this Form 10-K/A. Except
as described above, no other changes have been made to the Original Form 10-K.

 Item 9A. Controls and Procedures

 (a) Evaluation
of Disclosure Controls and Procedures

 We maintain "disclosure
controls and procedures," as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that
information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our
management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding
required disclosures.

 In designing and evaluating
the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating
the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation as of December 31, 2024 under the
supervision, and with the participation, of our management, including our Chief Executive Officer (who serves as our principal executive
officer) and our Chief Financial Officer (who serves as our principal financial officer), of the effectiveness of the design and operation
of our disclosure controls and procedures.

 Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of
December 31, 2024 in providing reasonable assurance of achieving the desired control objectives. This was due to deficiencies that existed
in the design and operation of our internal controls over financial reporting, involving internal controls and procedures, that were considered
to be material weaknesses, as described below.

 Management ' s Report
on Internal Control over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)
and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal
executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and procedures that:

 (1)

 pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets

 (2)

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

 (3)

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

 Internal control over
financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting
also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not
eliminate, this risk.

 We have conducted an
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established
in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the
COSO Framework). This assessment included an evaluation of the design of our internal control over financial reporting and testing of
the operational effectiveness of those controls. Based on that evaluation, as a result of the material weaknesses described below,
management has concluded that our internal control over financial reporting was not effective as of December 31, 2024.

 A material weakness in
internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate,
authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood
that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or
detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified material
weaknesses in our internal control over financial reporting. Specifically, we do not have sufficiently documented procedures or
control activities in place to support a reliable financial reporting process. This includes an absence of controls over the review and
approval of journal entries, segregation of duties, reconciliations, and other fundamental accounting processes.

 Based on our assessment
under the criteria described above, we have concluded that our internal control over financial reporting was not effective as of December
31, 2024.

 (b) Changes
in Internal Control Over Financial Reporting

 There were no changes in the Company's internal
controls over financial reporting that occurred during the year ended December 31, 2024 that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting. The Company continues to review its disclosure
controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing
their effectiveness and to ensure that the Company's systems evolve with its business.

 Item 15. Exhibit and Financial Statement Schedules

 (a)

 Documents filed as part of this report

 (1)

 All financial statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 6651)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Financial Statements

 (2)

 Financial Statement Schedules

 All financial statement schedules are omitted
because they are either inapplicable or not required, or because the required information is included in the Financial Statements or notes
thereto contained in this Annual Report on Form 10-K.

 (3)

 Exhibits required by Item 601 of Regulation S-K

 Exhibit No.

 Description

 3.1

 Amended and Restated Certificate of Incorporation of Apimeds Pharmaceuticals US, Inc. (incorporated herein by reference to Exhibit 3.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

 3.2**

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation

 3.3**

 Amended and Restated Bylaws of Apimeds Pharmaceuticals US, Inc.

 4.1**

 Description of Securities

 10.1

 Letter Agreement by and between Apimeds Pharmaceuticals US, Inc. and Apico Inc., dated November 3, 2021 (incorporated herein by reference to Exhibit 10.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.2

 Business Agreement by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated August 2, 2021 (incorporated herein by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.3

 Assignment Agreement by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated October 12, 2021 (incorporated herein by reference to Exhibit 10.3 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.4

 Apimeds Pharmaceuticals US, Inc. 2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.5

 Business Establishment Agreement by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated March 3, 2020 (incorporated herein by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.6

 August 2021 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated August 30, 2021 (incorporated herein by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.7

 Amendment to the August 2021 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated December 5, 2023 (incorporated herein by reference to Exhibit 10.7 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.8

 March 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated March 21, 2022 (incorporated herein by reference to Exhibit 10.8 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.9

 Amendment to the March 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Apimeds Inc., dated December 5, 2023 (incorporated herein by reference to Exhibit 10.9 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.10

 June 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Inscobee Inc., dated June 3, 2022 (incorporated herein by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.11

 Amendment to the June 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Inscobee Inc., dated December 5, 2023 (incorporated herein by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.12

 Intellectual Property Assignment Agreement by and between Apimeds Pharmaceuticals US, Inc. Apimeds Inc. and Christopher Kim, dated October 12, 2021 (incorporated herein by reference to Exhibit 10.12 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.13

 Patent License Agreement by and between Apimeds Pharmaceuticals US, Inc. and Dr. Christopher Kim, dated October 12, 2021 (incorporated herein by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.14

 Employment Agreement dated September 21, 2023 between Apimeds Pharmaceuticals US, Inc. and Erik Emerson (incorporated herein by reference to Exhibit 10.14 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.15

 Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.15 to our Registration Statement on Form S-1 filed on September 25, 2024)

 10.16

 Loan Agreement by and between Apimeds Pharmaceuticals US, Inc. and Dr. Christopher Kim, dated October 5, 2022 (incorporated herein by reference to Exhibit 10.16 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.17

 Loan Agreement by and between Apimeds Pharmaceuticals US, Inc. and Dr. Christopher Kim, dated November 10, 2022 (incorporated herein by reference to Exhibit 10.17 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.18

 Loan Agreement by and between Apimeds Pharmaceuticals US, Inc. and Dr. Christopher Kim, dated March 16, 2023(incorporated herein by reference to Exhibit 10.18 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.19

 Advisory Agreement by and between Apimeds Pharmaceuticals US, Inc. and Murdock Capital Partners, dated September 8, 2023 (incorporated herein by reference to Exhibit 10.19 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.20

 May 2024 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Inscobee Inc., dated May 20, 2024 (incorporated herein by reference to Exhibit 10.20 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.21

 Convertible Note Assignment Agreement (August 2021 Promissory Note), by and between Apimeds Pharmaceuticals US, Inc., Apimeds, Inc., and Inscobee Inc., dated June 12, 2024 (incorporated herein by reference to Exhibit 10.21 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.22

 Convertible Note Assignment Agreement (March 2022 Promissory Note), by and between Apimeds Pharmaceuticals US, Inc., Apimeds, Inc., and Inscobee Inc., dated June 12, 2024 (incorporated herein by reference to Exhibit 10.22 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.23

 Amended Amendment to the June 2022 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Inscobee Inc., dated June 12, 2024 (incorporated herein by reference to Exhibit 10.23 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.24

 CFO Consulting Agreement, by and between Apimeds Pharmaceuticals US, Inc. and Mark Corrao, dated October 4, 2024 (incorporated herein by reference to Exhibit 10.24 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.25

 August 2024 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Inscobee Inc., dated August 19, 2024 (incorporated herein by reference to Exhibit 10.25 to our Registration Statement on Form S-1 filed on September 25, 2024).

 10.26**

 March 2025 Promissory Note by and between Apimeds Pharmaceuticals US, Inc. and Apimeds, Inc., dated March 21, 2025.

 14.1

 Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 99.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

 19.1**

 Insider Trading Policy.

 21.1

 Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to our Registration Statement on Form S-1 filed on September 25, 2024).

 31.1*

 Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 97.1**

 Executive Compensation Recovery Policy.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed or furnished herewith.

 **

 Previously filed.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

 APIMEDS PharmaCEUTICALS US, Inc.

 Date: May 1, 2025

 /s/ Erik C. Emerson

 Name:

 Erik C. Emerson

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

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