Correspondence 0001213900-24-110651 from Apimeds Pharmaceuticals US, Inc. (APUS)
Apimeds Pharmaceuticals US, Inc.
Date: Dec. 19, 2024 · CIK: 0001894525 · Accession: 0001213900-24-110651
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282324
Referenced dates: December 16, 2024
Letter
NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
301 Hillsborough Street, Suite 1400
Raleigh, NC 27603
T: 919.329.3800 F: 919.329.3799
nelsonmullins.com
December 19, 2024
Via EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Eric Atallah
Lynn Dicker
Daniel Crawford
Laura Crotty
RE: Apimeds Pharmaceuticals US, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 9, 2024
File No. 333-282324
Ladies and Gentlemen:
On behalf of Apimeds Pharmaceuticals US, Inc. (the “Company”), we are hereby responding to the letter dated December 16, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on December 9, 2024 ( “Amendment No. 2”). In response to the Comment Letter and to update certain information in Amendment No. 2, the Company is filing Amendment No. 3 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission today, which includes revisions made to Amendment No. 2 in response to the Staff’s comments as well as additional changes required to update the disclosure contained in Amendment No. 2. The numbered paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.
Amendment No. 2 to Draft Registration Statement on Form S-1
Principal Stockholders, page 108
1. We note your revisions to the Principal Stockholders table on page 108. Please further revise the footnotes to the table to identify the natural person(s) who have sole or shared voting or investment power for the securities beneficially owned by Inscobee Inc., Dominus IB, Inc., and Busan Equity Partners Co., LTD. For reference, refer to Item 403 of Regulation S-K.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the footnotes to the table on page 108 of the Amended Registration Statement.
*****
California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
If you have any additional questions regarding our response or the Amended Registration Statement, please do not hesitate to contact me at (919) 329-3804.
Very truly yours,
/s/ W. David Mannheim
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NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
301 Hillsborough Street, Suite 1400
Raleigh, NC 27603
T: 919.329.3800 F: 919.329.3799
nelsonmullins.com
December
19, 2024
Via
EDGAR
Division
of Corporation Finance
U.S. Securities
and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention:
Eric Atallah
Lynn Dicker
Daniel Crawford
Laura Crotty
RE:
Apimeds Pharmaceuticals US, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 9, 2024
File No. 333-282324
Ladies and Gentlemen:
On behalf of Apimeds Pharmaceuticals US, Inc.
(the “Company”), we are hereby responding to the letter dated December 16, 2024 (the “Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”),
regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on December 9, 2024 ( “Amendment No.
2”). In response to the Comment Letter and to update certain information in Amendment No. 2, the Company is filing Amendment
No. 3 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission today, which
includes revisions made to Amendment No. 2 in response to the Staff’s comments as well as additional changes required to update
the disclosure contained in Amendment No. 2. The numbered paragraphs below correspond to the numbered comments in the Comment Letter,
and the Staff’s comments are presented in bold italics.
Amendment No. 2 to Draft Registration Statement
on Form S-1
Principal Stockholders, page 108
1.
We note your revisions to the Principal Stockholders table on page 108. Please further revise the footnotes to the table to identify the natural person(s) who have sole or shared voting or investment power for the securities beneficially owned by Inscobee Inc., Dominus IB, Inc., and Busan Equity Partners Co., LTD. For reference, refer to Item 403 of Regulation S-K.
Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that it has revised the footnotes to the table on page 108 of the Amended
Registration Statement.
*****
California
| Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New
York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
If you have any additional questions regarding
our response or the Amended Registration Statement, please do not hesitate to contact me at (919) 329-3804.
Very truly yours,
/s/ W. David Mannheim
W. David Mannheim