CORRESP Filing
Apimeds Pharmaceuticals US, Inc.
Date: May 1, 2025 · CIK: 0001894525 · Accession: 0001213900-25-038649
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-42545
Referenced dates: May 1, 2025
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
May 1, 2025
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
RE: Apimeds Pharmaceuticals US, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-42545
Ladies and Gentlemen:
On behalf of Apimeds Pharmaceuticals US, Inc. (the " Company "), we are hereby responding to the letter dated May 1, 2025 (the " Comment Letter ") from the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC " or the " Commission "), regarding the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the " Annual Report "). In response to the Comment Letter, the Company is filing Amendment No. 1 on Form 10-K/A (the " Form 10-K/A ") with the Commission today, which includes revisions made to the Annual Report in response to the Staff's comments. The numbered paragraph below corresponds to the numbered comment in the Comment Letter, and the Staff's comment is presented in bold italics.
Form 10-K for Fiscal Year Ended December 31,
Item 9A. Controls and Procedures, page 32
1. We note your management concluded that your disclosure controls and procedures was effective and that your internal control over financial reporting was not effective due to material weaknesses identified. On page 33 of your Form 10-K, you disclose that "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." It would appear these control activities would also affect your disclosure controls and procedures. Please explain how your officers determined that your disclosure controls and procedures were effective despite the material weaknesses you identified.
Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has filed the Form 10-K/A with the Commission to correct disclosure in Part II, Item 9A. "Controls and Procedures" of the Annual Report to indicate that the Company's disclosure controls and procedures were not effective as of December 31, 2024.
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 Form 10-K/A, please do not hesitate to contact me at (919) 329-3804.
Very truly yours,
/s/ W. David Mannheim
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CORRESP 1 filename1.htm 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 May 1, 2025 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 RE: Apimeds Pharmaceuticals US, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-42545 Ladies and Gentlemen: On behalf of Apimeds Pharmaceuticals US, Inc. (the " Company "), we are hereby responding to the letter dated May 1, 2025 (the " Comment Letter ") from the staff (the " Staff ") of the Securities and Exchange Commission (the " SEC " or the " Commission "), regarding the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the " Annual Report "). In response to the Comment Letter, the Company is filing Amendment No. 1 on Form 10-K/A (the " Form 10-K/A ") with the Commission today, which includes revisions made to the Annual Report in response to the Staff's comments. The numbered paragraph below corresponds to the numbered comment in the Comment Letter, and the Staff's comment is presented in bold italics. Form 10-K for Fiscal Year Ended December 31, 2024 Item 9A. Controls and Procedures, page 32 1. We note your management concluded that your disclosure controls and procedures was effective and that your internal control over financial reporting was not effective due to material weaknesses identified. On page 33 of your Form 10-K, you disclose that "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." It would appear these control activities would also affect your disclosure controls and procedures. Please explain how your officers determined that your disclosure controls and procedures were effective despite the material weaknesses you identified. Response : The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has filed the Form 10-K/A with the Commission to correct disclosure in Part II, Item 9A. "Controls and Procedures" of the Annual Report to indicate that the Company's disclosure controls and procedures were not effective as of December 31, 2024. 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 Form 10-K/A, please do not hesitate to contact me at (919) 329-3804. Very truly yours, /s/ W. David Mannheim W. David Mannheim