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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 20, 2026
Apimeds Pharmaceuticals US, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42545 |
|
85-1099700 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
100 Matawan Rd, Suite 325
Matawan, New Jersey |
|
07747 |
| (Address of principal executive offices) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (848) 201-5010
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
APUS |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2026, Inscobee Inc. (KS:006490) (“Inscobee”)
and Apimeds, Inc. (“Apimeds Korea”) sent a document claiming to be an action by written consent of the stockholders
(the “Stockholder Consent”) to Apimeds Pharmaceuticals US, Inc. (the “Company”) which, among other
things, claimed to remove all members of the board of directors of the Company (the “Board”), namely Elona Kogan, Jakap
Koo, Carol O’Donnell and Dr. Bennett Weintraub, and to remove Dr. Vin Menon as Chief Executive Officer and Mr. Erick Frim as Chief
Financial Officer of the Company.
The Stockholder Consent
is null and void, having been taken in direct violation of binding contractual obligations and applicable Delaware law. As previously
announced, the Company entered into that certain Agreement and Plan of Merger dated December 1, 2025 (the “Merger Agreement”)
by and among the Company, Apimeds Merger Sub, Inc., a wholly owned subsidiary of the Company, and MindWave Innovations Inc. (“MindWave”),
under which MindWave became a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger,
Apimeds Korea and Inscobee entered into a Stockholder Support and Lock-Up Agreement (the “Support Agreement”) with
the Company and MindWave. Under the Support Agreement, Inscobee and Apimeds Korea, among other things: (i) granted the Company an irrevocable
proxy over all of their shares of common stock, which proxy was expressly described as “coupled with an interest” and not
revocable under any circumstances; and (ii) waived their right to exercise consent or voting rights in a manner that would impede, disrupt,
or adversely affect the consummation of the Merger or any transaction contemplated thereby.
The actions taken in
the Stockholder Consent constitute a material breach of the Support Agreement. Specifically, the Stockholder Consent utilized 6,416,365
shares of common stock that were subject to the irrevocable proxy granted to the Company under the Support Agreement. Such shares are
subject to an irrevocable proxy coupled with an interest and cannot legally be voted without the express authorization of the Company.
Any vote cast using such shares is void and without legal effect. Without the inclusion of such shares, the Stockholder Consent does not
represent a sufficient number of shares to constitute the requisite majority of the voting power of the Company under applicable Delaware
law and is therefore invalid.
The Company will take
all appropriate steps to enforce its rights under Delaware law, including petitioning the Delaware Court of Chancery under 8 Del. C. §
225, to obtain a declaration that the Stockholder Consent is void and that the existing members of the Board and executives remain in
their respective positions. The Company further cautions that any third party relying on or acting based on the purported Stockholder
Consent does so at its own risk, as such actions may be invalid and subject to reversal. The Company and MindWave remain committed to
completing all transactions contemplated by the Merger Agreement in an expeditious and lawful manner.
Therefore, the Company’s position is that
no departure of any director or officer of the Company has occurred. Dr. Vin Menon continues to serve as the Company’s Chief Executive
Officer, Mr. Erick Frim continues to serve as the Company’s Chief Financial Officer, and each of Ms. Kogan, Mr. Koo, Ms. O’Donnell,
and Dr. Weintraub continues to serve as a member of the Board. The Company does not recognize the alleged appointment of Youngjik Cho,
Minguk Ji, or Junyoung Yu as directors of the Company or any appointment of officers, including Youngjik Cho, made in connection with
the Stockholder Consent.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
Because the Stockholder Consent is invalid, the
amendment to the Amended and Restated Bylaws of the Company made in connection with the Stockholder Consent is invalid.
Item 8.01. Other Events.
MindWave Press
Release
On March 24, 2026, MindWave
issued a press release (the “MindWave Press Release”) on behalf of the Company and with the approval of the CEO of
the Company regarding, among other things, Inscobee’s and Apimeds Korea’s actions in connection with the Stockholder Consent
and the Company’s position that such actions constitute a material breach of the Support Agreement. A copy of the MindWave Press
Release is attached as Exhibit 99.1 and is incorporated by reference.
Business Expansion
The alleged replacement
members of the Board of the Company announced that they have approved expansion into new business initiatives and operations, including
memoranda of understanding with joint ventures with Assemble Corporation, Hilluck Co. Ltd., and LK Ventures Co., Ltd. without the prior
authorization or knowledge of the duly appointed Board or the officers of the Company.
Forward-Looking Statements
All statements, other
than statements of historical fact, included in this report that address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,”
“predict,” “believe,” “expect,” “anticipate,” “potential,” “create,”
“intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,”
“look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,”
“allow” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does
not mean that the statements are not forward-looking.
There are a number of
risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report.
All forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate.
Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to
correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of this current report.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued by MindWave Innovations Inc. dated March 24, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Apimeds Pharmaceuticals US, Inc. |
| |
|
| Date: March 26, 2026 |
By: |
/s/ Dr. Vin Menon |
| |
Name: |
Dr. Vin Menon |
| |
Title: |
Chief Executive Officer |
3
Exhibit 99.1
Apimeds Pharmaceuticals US Inc. Announces Material Breach of Merger
Agreement by Inscobee Inc. (KS:006490) and Apimeds Inc.; Prepares Filing Emergency Action in Delaware Court of Chancery
MATAWAN, N.J. & SEOUL, South Korea —
March 24, 2026
MindWave Innovations Inc., a Delaware corporation and wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc.
(“APUS” or the “Company”) (NYSE American: APUS), today announced that on March 20, 2026, Inscobee Inc. (KS:006490)
and its wholly owned subsidiary Apimeds Inc. (together, “Inscobee”), in concert with certain other stockholders, filed an
Amendment No. 2 to Schedule 13D with the Securities and Exchange Commission purporting to effect a hostile takeover of the Company’s
Board of Directors by written consent.
Inscobee claims to have removed all four sitting directors of APUS
and installed three hand-picked replacements without notice to the Company, without authorization from the Company as holder of an irrevocable
proxy over Inscobee’s shares, and in direct violation of the Stockholder Support and Lock-Up Agreement that Inscobee itself signed
on December 1, 2025.
The Company considers these actions void and of no legal effect.
Inscobee’s actions represent a calculated breach of the contractual
framework governing the merger between APUS and MindWave. On December 1, 2025, Inscobee entered into a Stockholder Support and Lock-Up
Agreement in which Inscobee, among other things:
| ● | Granted APUS an irrevocable proxy over all
of their shares, a proxy expressly described as “coupled with an interest” that “may under no circumstances be revoked”;
and |
| ● | Waived their right to exercise consent or voting
rights that would impede, disrupt, or adversely affect the consummation of the merger or any contemplated transaction. |
Inscobee used 6,416,365 shares--shares subject to the irrevocable proxy--to
execute the purported written consent without the Company’s authorization. Without those shares, the consent falls far short of
the majority required under Delaware law and is invalid on its face.
MindWave and APUS will file an emergency action in the Delaware Court
of Chancery pursuant to 8 Del. C. § 225 seeking a declaration that the purported written consent is void, that the existing Board
of Directors remains validly seated, and that the purported new directors hold no valid office. The filing includes a motion for a Temporary
Restraining Order to preserve the status quo and prevent the purported directors from taking any corporate action pending judicial
resolution.
Engaged legal counsel in Seoul, Korea to investigate and pursue
all available remedies against Inscobee under Korean law, including in connection with Inscobee’s conduct toward its own shareholders
and its obligations under Korean corporate governance standards.
Notified the Company’s transfer agent that the Board composition
is under active dispute and that no changes to stock records or corporate records should be made based on instructions from the purported
new directors.
Notified NYSE American of the dispute.
MindWave remains committed to completing the Preferred Stock conversion
and all transactions contemplated by the Merger Agreement in an expeditious and lawful manner. The Company will defend the interests of
all of its shareholders, including the legacy APUS shareholders whose investments Inscobee have placed at risk through this unlawful action.
The Company intends to pursue every available legal remedy, in both
the United States and Korea, to hold Inscobee accountable for the damage their actions have caused and to ensure that binding contractual
commitments are honored.
About MindWave Innovations Inc.
MindWave Innovations Inc. is a wholly owned subsidiary of Apimeds Pharmaceuticals
US, Inc. (NYSE American: APUS). Through its subsidiary Lokahi Therapeutics, Inc., the Company is focused on the development of innovative
therapeutic products.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, and actual results may differ
materially from those expressed or implied. The Company undertakes no obligation to update any forward-looking statement.
MEDIA CONTACTS
Email: ceo@mindwavedao.com
