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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
 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
FirstName LastNameErik Emerson
       injections may offer a potential treatment for patients with knee pain
from OA who failed
Comapany     NameApimeds
       to respond          Pharmaceuticals
                   adequately to conservativeUS,   Inc.
                                               non-pharmacologic     therapy
and simple analgesics,
May 23,e.g.,
         2024acetaminophen."
               Page 2
FirstName LastName
 Erik Emerson
FirstName  LastNameErik Emerson
Apimeds Pharmaceuticals US, Inc.
Comapany
May        NameApimeds Pharmaceuticals US, Inc.
     23, 2024
May 23,
Page 3 2024 Page 3
FirstName LastName
       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
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