UNDERWRITING AGREEMENT between APIMEDS PHARMACEUTICALS US, INC. and EF HUTTON LLC as Representative of the Several Underwriters APIMEDS PHARMACEUTICALS US, INC.Underwriting Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • New York
The undersigned, Apimeds Pharmaceuticals US, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Apimeds Pharmaceuticals US, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2024, by and between Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AGREEMENT THIS LOAN AGREEMENT dated this tenth day of November, 2022 between Christopher M Kim of 25 Edinburg Cir, Matawan, NJ 07747 (the “Lender”) andLoan Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • New Jersey
In consideration of the lender loaning certain monies (the Loan”) to the Borrower, and the Borrower repaying the Loan to the Lenser, the parties agree to keep, perform and fulfill the promises and conditions set out in this Agreement:
PROMISSORY NOTEPromissory Note Amendment • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO THE PROMISSORY NOTE by and between Apimeds Pharmaceuticals US, Inc. a Delaware corporation (the “Company”), and Apimeds Inc., a South Korean corporation (the “Holder”) is made and entered into as of December 5, 2023 (this “Amendment”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”), dated October 12, 2021, effective as of May 12, 2020 (the “Effective Date”), is entered into by and among Kim Moon Ho a/k/a Chris MH Kim, MD, an individual (“Assignor”), Apimeds, Inc., a South Korea corporation (“Assignee”), and Apimeds Pharmaceuticals US, Inc., a Delaware corporation (“APUS”). Each of the Assignor, Assignee and APUS are herein referred to individually as a “Party” and together as the “Parties.”
AMENDMENT TO THE AMENDMENT TO THE PROMISSORY NOTEAmendment to the Promissory Note • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations
THIS AMENDMENT (this “Amendment”) to the Amendment to the Promissory Note, dated as of December 5, 2023 (the “Original Amendment”), which amended the Promissory Note, dated as of June 3, 2022, by and between Apimeds Pharmaceuticals US, Inc. a Delaware corporation (the “Company”) and Inscobee, Inc., a South Korean corporation (the “Holder”), is made and entered into as of June 12, 2024. All capitalized terms not specifically defined in this Amendment shall have the meanings ascribed to them in the Original Amendment.
MURDOCK CAPITAL PARTNERS CORP.Consulting Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations
Pursuant to our recent conversations regarding the Think Equity capital raise and IPO Initial Public Offering - for Apimeds Pharmaceuticals US, Inc. (“Apimeds USA”) this letter is to acknowledge and confirm the terms of an advisory and corporate consulting fee agreement (the “consulting agreement”) as follows:
BUSINESS ESTABLISHMENT AGREEMENTBusiness Establishment Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations
This Business Establishment Agreement (the “Agreement”) is made and entered into effective as of March 3, 2020 (the “Effective Date”), by and between Apimeds Korea (“Company”) and ApiMed USA, with a business located at 5 Caroline Dr, Princeton, NJ 08540 USA, (“Receiving Party”) a contemplated Delaware corporation with a place of business in the United States of America.
APIMEDS PHARMACEUTICALS US, INC.Supply Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
This letter agreement is intended to memorialize our mutual understanding with respect to our business relationship. You agree that, for a period of ten years from the date of this letter agreement, you will not supply Apis Mellifera venom for any pharmaceutical use to any party other than Apimeds Pharmaceuticals US, Inc.; provided you may supply to Apimeds, Inc. (Korea) for their use outside of the United States. This agreement specifically excludes customers using venom for immunology, cosmetic or any other "non-pharmaceutical" use.
BUSINESS AGREEMENTBusiness Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations
WHEREAS, the Parties have formed APUS to operate a pharmaceutical business which provides the biological drug named “Apitox” (“Apitox”) to clients in the biological drug commercial transaction area (the “Project”); and
EXECUTVIE EMPLOYMENT AGREEMENT,Executive Employment Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 21, 2023 (“Effective Date”), is entered into by and between Apimeds Pharmaceutical US, Inc., a Delaware corporation having its principal place of business at 25 Edinburg Circle, Matawan, NJ 07747 (the “Company_”), and Erik Emerson an individual residing for the purposes set forth in this agreement in the State of New Jersey (“Executive”).
PATENT LICENSE AGREEMENTPatent License Agreement • September 25th, 2024 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
This Patent License Agreement (“Agreement”), dated as of October 12, 2021 (the “Effective Date”), is by and between Kim Moon 1-lo a/k/a Chris MH Kim, MD, an individual (“Licensor”) and Apimeds Pharmaceuticals US, Inc., a Delaware corporation (“Licensee”) (each a “Party” and collectively, the “Parties”).
