Apimeds (APUS) files Form 12b-25, expects 2025 10-K within 15 days

Rhea-AI Filing Summary

Apimeds Pharmaceuticals US, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on time and expects to file within the fifteen‑day grace period provided by Rule 12b-25.

The Company says it needs additional time to complete its year-end financial statements and for its independent auditor to finish the review and audit.

Key Figures

Commission File Number: 001-42545 Fiscal period end: December 31, 2025 EIN: 85-1099700 +2 more

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Commission File Number 001-42545 cover/notification header

Fiscal period end December 31, 2025 subject report period end

EIN 85-1099700 registrant identifying information

Anticipated filing window 15 days Rule 12b-25 fifteen-day grace period

Signature date March 31, 2026 form signature by CFO Erick Frim

Key Terms

Rule 12b-25, Form 12b-25, Form 10-K

3 terms

Rule 12b-25 regulatory

"anticipates that it will file its 2025 Form 10-K within the fifteen-day grace period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"unable... to file its Annual Report on Form 10-K for the fourth quarter and fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(CHECK ONE):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K	☐ Form 10-Q	☐ Form 10-D
	☐ Form N-CEN	☐ Form N-CSR

Commission File Number: 001-42545

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transaction Period Ended: ______________

READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Apimeds Pharmaceuticals US, Inc.

Full Name of Registrant

Former Name if Applicable

100 Matawan Rd, Suite 325

Address of Principal Executive Office (Street and Number)

Matawan, New Jersey 07747

City, State and Zip Code

001-42545		85-1099700
(Commission File Number)		(IRS Employer Identification No.)

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fourth quarter and fiscal year ended December 31, 2025 (the “2025 Form 10-K”) by the prescribed due date because the Company is in the process of preparing the financial statements for the fourth quarter and fiscal year ended December 31, 2025, and will need additional time to complete such financial statements. The Company’s independent registered public accounting firm will also need additional time to complete its review and audit of the financial statements for the fourth quarter and fiscal year ended December 31, 2025. The Company anticipates that it will file its 2025 Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Erick Frim		215		499-1355
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Apimeds Pharmaceuticals US, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Erick Frim
	Name:	Erick Frim
	Title:	Chief Financial Officer

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FAQ

Why did APUS file a Form 12b-25?

The company delayed because it needs more time to complete its year-end financial statements and the auditor's review. Apimeds stated it is preparing fourth quarter and full-year 2025 financials and that the independent registered public accounting firm needs additional time to complete its review and audit.

When does APUS expect to file the 2025 Form 10-K?

Apimeds expects to file within the fifteen-day grace period under Rule 12b-25. The notification explicitly states the Company anticipates filing the 2025 Form 10-K within the fifteen-calendar-day extension allowed by the rule from the prescribed due date.

Does this Form 12b-25 indicate restatements or audit disagreements for APUS?

No such restatements or audit disagreements are disclosed in the notice. The filing only states the need for additional time to complete financial statements and for the independent auditor to finish its review and audit; no mention of disagreements appears.

Will the delay affect other periodic reports from APUS?

The filing indicates other periodic reports required in the prior 12 months have been filed. The Form 12b-25 includes a checkbox confirming that all other required reports during the preceding 12 months were filed.