SecProbe.io

<DOCUMENT>
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<TEXT>
 May 5, 2025

Mark Corrao
Chief Financial Officer
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425

 Re: Apimeds Pharmaceuticals US, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-42545
Dear Mark Corrao:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 D. Boral Capital LLC

 590 Madison Ave., 39th Floor

 New York, NY 10022

 May 5, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F St., NE

 Washington, D.C. 20549

 Re:

 Apimeds Pharmaceuticals US, Inc.
 Registration Statement on Form S-1, as amended by that certain Post-Effective
 Amendment No. 3 (File No. 333-282324)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933,
as amended, D. Boral Capital LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on Monday, May 5, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very truly yours,

 D. Boral Capital LLC

 By:
 /s/ Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 COO and Supervisory Principal

CORRESP
 1
 filename1.htm

 Apimeds Pharmaceuticals US, Inc.

 2 East Broad Street 2nd Floor

 Hopewell, NJ 08425

 May 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, NE

 Washington, DC 20549

 Attention:
 Daniel Crawford

 Laura Crotty

 Re:

 Apimeds Pharmaceuticals US, Inc. (the "Company")
 Registration Statement on Form S-1
 (File No. 333-282324) (the "Registration Statement")

 Ladies and Gentlemen,

 The Company hereby requests, pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement
will become effective as of 5:00 p.m. on Monday, May 5, 2025, or as soon thereafter as practicable.

 Should you have any questions concerning this request,
please contact our counsel, Nelson Mullins Riley & Scarborough LLP, by calling W. David Mannheim at (919) 329-3804 or Mike Bradshaw
at (202) 689-2808.

 Very truly yours,

 Apimeds Pharmaceuticals US, Inc.

 By:
 /s/ Erik Emerson

 Name:
 Erik Emerson

 Title:
 Chief Executive Officer

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

 Daniel Crawford

 Laura Crotty

 RE:
 Apimeds Pharmaceuticals US, Inc.

 Post-Effective Amendment No. 1 to Registration Statement on Form S-1

 Filed April 17, 2025

 File No. 333-282324

 Ladies and Gentlemen:

 On behalf of Apimeds Pharmaceuticals US,
Inc. (the “ Company ”), we are hereby responding to the letter dated April 30, 2025 (the “ Comment
Letter ”) from the staff (the “ Staff ”) of the Securities and Exchange Commission (the
“ SEC ” or the “ Commission ”), regarding the Company’s Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 filed on April 17, 2025 (the “ Post-Effective Amendment No. 1 ”). In response to
the Comment Letter and to update certain information in Post-Effective Amendment No. 1, the Company is filing Post-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (the “ Amended Registration Statement ”) with the
Commission today, which includes revisions made to Post-Effective Amendment No. 1 in response to the Staff’s comments as well
as additional changes required to update the disclosure contained in Post-Effective Amendment No. 1. The numbered paragraph below
corresponds to the numbered comment in the Comment Letter, and the Staff’s comment is presented in bold italics.

 Post-Effective Amendment No. 1 to Registration
Statement on Form S-1

 Risk Factors

 We have identified material weaknesses in our
internal control over financial reporting…,

 page 10

 1.
 You state that you are not required to make a formal assessment of the effectiveness of your internal control over financial reporting. However, we note that in your Form 10-K for the fiscal year ended December 31, 2024, you did assess the effectiveness of your internal control over reporting and management concluded that your internal control over financial reporting was not effective. Please revise your risk factor to properly disclose that management did undertake an assessment of internal control over financial reporting as of December 31, 2024, and determined that your internal control was not effective as of December 31, 2024.

 Response : The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 13 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

 Financial Statements

 Note 2 - Basis of Presentation and Summary
of Significant Accounting Policies

 Segment Information, page F-9

 2.
 You disclose on page F-12 that you adopted ASU No. 2023-07 - Segment Reporting (ASC 280) for the fiscal year ended December 31, 2024. Explain how you have complied with the disclosure requirements of FASB ASC paragraphs 280-10-50-20 through 26C and 280-10-55-15D through 15F, and revise as necessary.

 Response : The Company respectfully
acknowledges the Staff’s comment and advises the Staff that has added the required segment information disclosure on page F-9 of
the Amended Registration Statement.

 *****

 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

<DOCUMENT>
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<TEXT>
 May 1, 2025

Mark Corrao
Chief Financial Officer
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425

 Re: Apimeds Pharmaceuticals US, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-42545
Dear Mark Corrao:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

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.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 May 1, 2025
Page 2

 Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at
202-551-3616 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

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

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<TEXT>
 April 30, 2025

Erik Emerson
Chief Executive Officer and Director
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425

 Re: Apimeds Pharmaceuticals US, Inc.
 Post-Effective Amendment No. 1 to Registration Statement on Form S-1
 Filed April 17, 2025
 File No. 333-282324
Dear Erik Emerson:

 We have reviewed your post-effective amendment and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
We have identified material weaknesses in our internal control over financial
reporting...,
page 13

1. You state that you are not required to make a formal assessment of the
effectiveness
 of your internal control over financial reporting. However, we note that
in your Form
 10-K for the fiscal year ended December 31, 2024, you did assess the
effectiveness of
 your internal control over reporting and management concluded that your
internal
 control over financial reporting was not effective. Please revise your
risk factor to
 properly disclose that management did undertake an assessment of
internal control
 over financial reporting as of December 31, 2024, and determined that
your internal
 control was not effective as of December 31, 2024.
 April 30, 2025
Page 2
Financial Statements
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Segment Information, page F-9

2. You disclose on page F-12 that you adopted ASU No. 2023-07 - Segment
Reporting
 (ASC 280) for the fiscal year ended December 31, 2024. Explain how you
have
 complied with the disclosure requirements of FASB ASC paragraphs
280-10-50-20
 through 26C and 280-10-55-15D through 15F, and revise as necessary.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David Mannheim, Esq.
</TEXT>
</DOCUMENT>

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

February 10, 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

    Daniel Crawford

    Laura Crotty

    RE:
    Apimeds Pharmaceuticals US, Inc.

    Amendment No. 6 to Registration Statement on Form S-1

    Filed February 6, 2025

    File No. 333-282324

Ladies and Gentlemen:

On behalf of Apimeds Pharmaceuticals US, Inc.
(the “Company”), we are hereby responding to the letter dated February 7, 2025 (the “Comment Letter”)
from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”),
regarding the Company’s Amendment No. 6 to Registration Statement on Form S-1 filed on February 6, 2025 ( “Amendment No.
6”). In response to the Comment Letter and to update certain information in Amendment No. 6, the Company is filing Amendment
No. 7 to the Registration Statement on Form S-1 (the “Amended Registration Statement”) with the Commission today, which
includes revisions made to Amendment No. 6 in response to the Staff’s comments as well as additional changes required to update
the disclosure contained in Amendment No. 6. The numbered paragraph below corresponds to the numbered comment in the Comment Letter, and
the Staff’s comment is presented in bold italics.

Amendment No. 6 to Registration Statement on
Form S-1

Summary Financial Data, page 10

    1.
    We note that your total liabilities on a Pro Forma, as adjusted basis were reduced but it is not clear from footnote (2) the nature of the adjustment that impacted your total liabilities. Please revise your footnote to explain all transactions reflected in the Pro Forma, as adjusted column.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that Amendment No. 6 incorrectly disclosed total liabilities on a Pro Forma
basis, and in fact, as shown on page 10 of the Amended Registration statement, total liabilities on a Pro Forma basis is equal to $668,565.
After making this correction, the Company believes that no change to footnote (2) on page 10 is necessary.

*****

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

February 7, 2025
Erik Emerson
Chief Executive Officer
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425
Re:Apimeds Pharmaceuticals US, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed February 6, 2025
File No. 333-282324
Dear Erik Emerson:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 6 to Registration Statement on Form S-1
Summary Financial Data, page 10
1.We note that your total liabilities on a Pro Forma, as adjusted basis were reduced but
it is not clear from footnote (2) the nature of the adjustment that impacted your total
liabilities. Please revise your footnote to explain all transactions reflected in the Pro
Forma, as adjusted column.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other
questions.

February 7, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Mannheim

CORRESP
1
filename1.htm

Apimeds Pharmaceuticals US, Inc.

2 East Broad Street 2nd Floor

Hopewell, NJ 08425

February 7, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Attention:
    Daniel Crawford

    Laura Crotty

    Re:

    Apimeds Pharmaceuticals US, Inc. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-282324) (the “Registration Statement”)

Ladies and Gentlemen,

The Company hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration
Statement will become effective as of 5:00 p.m. on Tuesday, February 11, 2025, or as soon thereafter as practicable.

Should you have any questions concerning this request,
please contact our counsel, Nelson Mullins Riley & Scarborough LLP, by calling W. David Mannheim at (919) 329-3804 or Mike Bradshaw
at (202) 689-2808.

    Very truly yours,

    Apimeds Pharmaceuticals US, Inc.

    By:
    /s/ Erik Emerson

    Name:
    Erik Emerson

    Title:
    Chief Executive Officer

CORRESP
1
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D. Boral Capital LLC

590 Madison Ave., 39th Floor

New York, NY 10022

February
7, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F St., NE

Washington, D.C. 20549

    Re:
    Apimeds Pharmaceuticals US, Inc.

    Registration Statement on Form S-1 (File No. 333-282324)

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, D. Boral
Capital LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 5:00 p.m. Eastern Time on Tuesday, February 11, 2025, or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

    Very truly yours,

    D. Boral Capital LLC

    By:
    /s/ Philip Wiederlight

    Name:
    Philip Wiederlight

    Title:
    COO and Supervisory Principal

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

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

December 16, 2024
Erik Emerson
Chief Executive Officer
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425
Re:Apimeds Pharmaceuticals US, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 9, 2024
File No. 333-282324
Dear Erik Emerson:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to 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.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you
have questions regarding comments on the financial statements and related matters. Please
contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other
questions.

December 16, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Mannheim

United States securities and exchange commission logo
May 23, 2024
Erik Emerson
Chief Executive Officer
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425
Re:Apimeds Pharmaceuticals US, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 13, 2024
CIK No. 0001894525
Dear Erik Emerson:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 26, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to disclose whether your offering is contingent upon final
approval of your NYSE listing, as you have done on page 113, and ensure the disclosure
is consistent with your underwriting agreement.
Prospectus Summary
Overview, page 1
2.Please remove the statement on pages 1 and 62 that you believe the additional Phase III
trial, supplemented by the data accumulated during the development and
commercialization of Apitoxin in Korea and the Apimeds Korea Phase III OA

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 May 23, 2024 Page 2
 FirstName LastName
Erik Emerson
Apimeds Pharmaceuticals US, Inc.
May 23, 2024
Page 2
Trial, "positions [you] for FDA approval for the use of Apitoxin in the treatment of pain
and lack of mobility in knee OA patients."
Risk Factors
We or the third parties upon whom we depend on may be adversely affected by natural
disasters..., page 24
3.We note your response to prior comment 15 and the newly included disclosure on page
25. Please further revise this disclosure to clarify whether any of the company's CMOs or
third-party vendors have experienced or continue to experience manufacturing difficulties
or delays as a result of the military conflicts in Ukraine and Israel.
We are controlled by our principal stockholders and management, page 40
4.We note your response to prior comment 16. However, your disclosure on the cover page
and page 4 states that Inscobee Inc. holds approximately 86.1% of the company's common
stock, while pages 40 and 103 state that Inscobee holds approximately 88.8% of the
common stock. Please reconcile.
Use of Proceeds, page 49
5.We note your newly included disclosure on page 49 that the company intends to use
proceeds from the offering to initiate at least one non-registered company sponsored
"trial" in MS. Please reconcile this with your disclosure on page 2 and in your response
letter that the company "will not be pursuing a Phase III trial for MS at this time".
Capitalization, page 51
6.We note your response to prior comment 18. However, we do not see a revision to double
underline the cash amount in your revised total capitalization table on page 51. Please
revise your filing accordingly.
7.We note your response to prior comment 19. However, we do not see where you have
revised your disclosures to explain the event(s) that trigger conversion of your convertible
notes. Therefore, we reissue prior comment 19.
Clinical Development History, page 66
8.Please remove the following statement from page 67, as it implies the efficacy of Apitox,
which determination is within the sole purview of the FDA in the context of the trial
discussed: "In conclusion, the statistical and clinically significant improvements in all
outcome measures of pain, physical function, and disease assessment suggest Apitox
injections may offer a potential treatment for patients with knee pain from OA who failed
to respond adequately to conservative non-pharmacologic therapy and simple analgesics,
e.g., acetaminophen."

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 May 23, 2024 Page 3
 FirstName LastName
Erik Emerson
Apimeds Pharmaceuticals US, Inc.
May 23, 2024
Page 3
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Mannheim

United States securities and exchange commission logo
February 26, 2024
Erik Emerson
Chief Executive Officer
Apimeds Pharmaceuticals US, Inc.
2 East Broad Street 2nd Floor
Hopewell, NJ 08425
Re:Apimeds Pharmaceuticals US, Inc.
Draft Registration Statement on Form S-1
Submitted January 29, 2024
CIK No. 0001894525
Dear Erik Emerson:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.The disclosure in the Summary should be a balanced presentation of your business. Please
revise this section to balance the description of the company's product candidate and
related market with equally prominent disclosure of the company's lack of revenue,
history of net losses and accumulated deficit, and the regulatory and competitive
challenges applicable to the company's business and operations.
2.Please revise your disclosure both here and throughout the prospectus to clarify, if true,
that all previously completed clinical trials referenced and discussed in the prospectus
were conducted by Apimeds Korea, which is an entity separate and apart from the
company, and that Apimeds Korea transferred sponsorship of IND 122804 to the company
in October 2020. Please also clarify that the company has not yet initiated its planned

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 February 26, 2024 Page 2
 FirstName LastName
Erik Emerson
Apimeds Pharmaceuticals US, Inc.
February 26, 2024
Page 2
Phase III trials based on IND 122804. We note your disclosure on page 66 in this regard.
Please also clarify how the agreements in place between the company and Apimeds Korea
provide the company with the right to use the clinical data previously collected by
Apimeds Korea in support of the company's ongoing clinical efforts.
3.Please revise to remove the statement on page 1 and elsewhere in your Prospectus that you
are “in the process of commercializing Apitox” as you have yet to obtain FDA approval
for Apitox and it appears your current commercialization efforts are limited to preliminary
discussions with third-parties.
4.Please revise page 1 where you state Apimeds Korea “completed a Phase III trial with
Apitoxin for the treatment of pain associated with osteoarthritis ('OA') in 2018” to
disclose whether the trial met its primary and secondary endpoints and why you are
pursuing additional Phase III clinical trials as opposed to filing a BLA with the FDA.
Please also revise to consistently state the indication for clinical trials throughout your
Prospectus. For example only, we note on page 1 you disclose Apimeds Korea’s Phase III
clinical trial was “for the treatment of pain associated with osteoarthritis” and also “to
treat OA in the knee.”
5.Please revise page 1 to identify “the most appropriate population” for which you will
advance your Phase III trials in OA. To this point, we note your disclosure on page 63 that
the purpose of your Phase III trials in OA “will be to evaluate the effectiveness of Apitox
in the treatment of grade 3 and 4 OA of the knee.”
Our Lead Candidate, page 1
6.Please revise page 1 where you state “[b]ee venom has traditionally been used to treat
painful inflammatory diseases” to state whether the FDA has approved the use of bee
venom in any indication and to provide additional support for this statement.
7.We note the following statement on page 2: "Apitoxin was approved by the South Korean
regulatory authorities for use in the reduction of pain associated with OA in 2003." Please
revise your disclosure to clarify that the company does not market and sell Apitoxin in
South Korea and that Apitoxin has not been approved in the US by the FDA for use in the
reduction of pain associated with OA to date, if true.

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 February 26, 2024 Page 3
 FirstName LastName
Erik Emerson
Apimeds Pharmaceuticals US, Inc.
February 26, 2024
Page 3
Our Market, page 2
8.Please revise page 2 to disclose the “other future indicia” you will pursue in the second
quarter of 2024 or remove the reference.
Our Strategy, page 3
9.Please revise to remove your statement on page 3 that you will determine the best path to
"rapid clinical Phase III success” as the pace of clinical development and successful
achievement of designated endpoints is not entirely within the company's control.
10.Please remove the reference to a "previously successful" Phase III trial, as it appears from
your disclosure elsewhere that additional trials are required.
Controlled Company, page 4
11.We note your disclosure that the company has applied to list on the NYSE American.
Please reconcile this with your reference to the "controlled company" exemption under the
Nasdaq listing rules on page 4.
Risk Factors Summary, page 4
12.We note the two summarized risk factors on page 5 relating to obtaining and maintaining
patent protection for the company's technology and products. However, your disclosure
elsewhere states that the API relied on for your product candidate is a natural, non-
synthetic compound that is not patentable. Please reconcile or remove these two bullet
points from page 5.
Risk Factors, page 9
13.Please revise this section to include a risk factor regarding the fact that the company's
chief executive officer, Erik Emerson, also serves as the company's principal financial
officer. Please also discuss Mr. Emerson's qualifications to serve as PFO and whether the
company's internal controls have been designed with this in mind.
There may be conflicts of interest amongst our directors and officers and Apimeds Korea., page
11
14.Please revise this risk factor to clarify which officers and directors hold positions with
both the company and Apimeds Korea.
We or the third parties upon whom we depend on may be adversely affected by natural
disasters..., page 23
15.We note your mention of the potential impact of the wars in Ukraine and Israel in the risk
factor on page 23. Please revise this risk factor to concisely explain how this risk affects
the company or the securities being offered, pursuant to Item 105 of Regulation S-K.

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 February 26, 2024 Page 4
 FirstName LastNameErik Emerson
Apimeds Pharmaceuticals US, Inc.
February 26, 2024
Page 4
We are controlled by our principal stockholders and management..., page 38
16.We note your statement on page 38 that Inscobee, including through its wholly-owned
subsidiary, Apimeds Korea, beneficially owns 91.35% of the company's common stock.
Please reconcile this statement with your disclosure on the cover page and pages 4 and
100 that Inscobee holds approximately 86.1% of the company's common stock.

Use of Proceeds, page 47
17.We note your statement on page 47 that it is difficult to estimate with certainty the exact
amount of the net proceeds from the offering that may be used for each purpose
mentioned in the third paragraph of this section. However, per Item 504 of Regulation S-
K, this section should quantify the approximate amount intended to be used for each listed
purpose. In addition, if any material amounts of other funds are necessary to accomplish
the specified purposes of which the proceeds are to be obtained, disclosure of the amounts
of such other funds needed for each such specified purpose and the sources thereof should
be included. Please revise your disclosure accordingly.
Capitalization, page 49
18.Please double underline the cash amount to highlight that cash is not included in total
capitalization.
19.We note that your pro forma capitalization table gives effect to the conversion of an
aggregate of $660,000 principal amount of convertible notes.  Please revise to clearly
disclose the event(s) that trigger conversion of your convertible notes and explain why
you believe the current IPO transaction would result in conversion.
Business
Our Product Candidate, page 64
20.Please revise page 64 to disclose and discuss the data supporting your statements that
“Apitox has both anti-inflammatory and analgesic effects as well as hormone-stimulating
and immune-modulating effects” and that “the components in Apitox may ameliorate
immune-inflammatory responses associated with MS.”
Clinical Development HIstory, page 64
21.Please revise your description of the clinical development of Apitoxin to disclose details
regarding the trial designs, including the following information:
•the primary and secondary endpoints of each trial;
•whether the designated endpoints were met;
•whether the trials were powered for statistical significance and if so, whether the
results were statistically significant;
•the resulting data from each trial.

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 February 26, 2024 Page 5
 FirstName LastNameErik Emerson
Apimeds Pharmaceuticals US, Inc.
February 26, 2024
Page 5

Additionally, provide the same disclosure for the “formal Phase I and Phase II
publications specific to MS” Apimeds Korea relied on in submitting its 2014 IND, as
discussed on page 65.
Apitox Preliminary Phase III Trials On MS, page 65
22.Please revise to disclose the new primary efficacy endpoint you will implement for your
Phase III clinical trial in MS in response to the FDA recommendations, as disclosed on
page 66.
Competition, page 69
23.Please revise page 69 to remove the statement that Apitox is a "highly safe and effective
option to patients experiencing debilitating pain." You may state that Apitox was
determined to be safe and effective for the indications approved by The Korean Ministry
of Food and Drug Safety in South Korea, if true, but should make clear that the FDA has
not determined Apotix to be safe or effective in the US.
Executive Compensation
Director Compensation Table, page 95
24.We note your statement that none of your directors received any form of compensation for
the years ended December 31, 2022 and 2021. Please revise this disclosure to also address
the company's last completed fiscal year. Refer to item 402(r) of Regulation S-K.
Financial Statements
Unaudited Condensed Balance Sheets, page F-2
25.We note the significant increase in your prepaid expenses at September 30, 2023.  Please
address the following:

•Disclose the significant terms of the underlying agreements that comprise your
prepaid expenses.
•Separately disclose any significant elements of your prepaid expenses balance.
License Agreement, page F-21
26.Please revise to disclose all significant terms of the License Agreement with Apimeds
Korea, including the estimated term of the agreement and any potential future payments
required under the agreement.
Exhibits
27.Please ensure each exhibit is in the proper text-searchable format. See Item 301 of
Regulation S-T.

 FirstName LastNameErik Emerson
 Comapany NameApimeds Pharmaceuticals US, Inc.
 February 26, 2024 Page 6
 FirstName LastName
Erik Emerson
Apimeds Pharmaceuticals US, Inc.
February 26, 2024
Page 6

28.Please file the Consulting Agreement with Murdock Capital Partners Corp. as an exhibit
to the registration statement. See Item 601(b)(10) of Regulation S-K.
General
29.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            Please contact Eric Atallah at 202-551-3663 or Lynn Dicker at 202-551-3616 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Mannheim