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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): April
17, 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 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On April 17, 2026, Apimeds
Pharmaceuticals US, Inc. (the “Company”) received a notice from the NYSE Regulation staff of the New York Stock Exchange
(“NYSE”) indicating that the Company is not in compliance with NYSE’s continued listing requirements under the
timely filing criteria outlined in Section 1007 of the NYSE American Listed Company Manual as a result of the Company’s failure
to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”).
NYSE informed the
Company that the Company will have an initial cure period of six months from April 17, 2026 to file the Form 10-K with the
Securities and Exchange Commission (the “SEC”). The Company can regain
compliance with NYSE continued listing requirements at any time before that initial six-month deadline by filing the Form 10-K with
the SEC. If the Company fails to file the Form 10-K before NYSE’s six-month compliance deadline, the NYSE may grant, in its
sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific
circumstances. As disclosed in a Form 12b-25 filed with the SEC on March 31, 2025, the Company was unable to file the Form 10-K
within the prescribed time period without unreasonable effort or expense due to (i) the continued preparation and finalization of
the Company’s financial statements for the fourth quarter and fiscal year ended December 31, 2025, and (ii) the additional
time required for the Company’s independent registered public accounting firm to complete its audit procedures. The Company
expects to file the Form 10-K by April 30, 2026. While the Company is making substantial progress toward completion, there can be no
assurance that the Form 10-K will be filed by such date.
The Company’s common
stock will continue to be listed on the NYSE American under the ticker symbol “APUS” while it attempts to regain compliance
with the listing standard noted, but will have an added designation of “.LF” to signify the Company’s late filing status,
which will remain in place until the Company regains compliance with the applicable listing standard. The April 2, 2026, trading halt
on the Company’s common stock remains in effect.
The Company issued a press
release on April 22, 2026, announcing that it had received a notice from NYSE American. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 3.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated April 22, 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: April 22, 2026 |
By: |
/s/ Erick Frim |
| |
Name: |
Erick Frim |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Apimeds Pharmaceuticals Receives Notice from NYSE
Regulation Regarding Late Filing of Annual Report
Matawan, N.J. April 22, 2026 -- (NYSE American:
APUS) Apimeds Pharmaceuticals US, Inc. (the “Company”), today announced that on April 17, 2026, it received
a notice of non-compliance (the “Notice”) with the continued listing standards set forth in Section 1007 of the Company
Guide of NYSE American LLC (“NYSE American”). The Notice was issued in connection with the Company’s failure
to timely file its Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) with the Securities and
Exchange Commission (the “SEC”).
As disclosed in a Form 12b-25 filed with the SEC
on March 31, 2026, the Company was unable to file the Form 10-K within the prescribed time period without unreasonable effort or
expense due to (i) the continued preparation and finalization of the Company’s financial statements for the fourth quarter and
fiscal year ended December 31, 2025, and (ii) the additional time required for the Company’s independent registered public
accounting firm to complete its audit procedures. The Company expects to file the Form 10-K by April 30, 2026. While the Company is
making substantial progress toward completion, there can be no assurance that the Form 10-K will be filed by such date.
The Company’s common stock will continue to
be listed on the NYSE American under the ticker symbol “APUS” while it attempts to regain compliance with the listing standard
noted, but will have an added designation of “.LF” to signify the Company’s late filing status, which will remain in
place until the Company regains compliance with the applicable listing standard. The April 2, 2026, trading halt on the Company’s
common stock remains in effect and is not currently affected by the receipt of the Notice.
NYSE Regulation, which monitors whether an issuer
listed on the NYSE American has timely filed its annual and interim reports with the SEC, has informed the Company that during the period
ending on October 15, 2026 (the “Initial Cure Period”), the NYSE American will monitor the Company and the status of
the Form 10-K and any subsequent annual or quarterly report that the Company fails to file by the applicable due date (“Subsequent
Reports”) until the Form 10-K has been filed with the SEC. If the Company fails to file the Form 10-K and any Subsequent Reports
within the Initial Cure Period, the NYSE American may, in the NYSE American’s sole discretion, allow the Company’s securities
to be traded for up to an additional six-month period (the “Additional Cure Period”) depending on the Company’s
specific circumstances. NYSE Regulation has informed the Company that if the NYSE American determines that an Additional Cure Period is
not appropriate, suspension and delisting procedures will commence in accordance with the procedures set out in Section 1010 of the Company
Guide. The NYSE American may, in its sole discretion, decide (i) not to afford the Company any Initial Cure Period or Additional Cure
Period, as the case may be, at all or (ii) at any time during the Initial Cure Period or Additional Cure Period, to truncate the Initial
Cure Period or Additional Cure Period, as the case may be, and immediately commence suspension and delisting procedures if the Company
is subject to delisting pursuant to any other provision of the Company Guide, including if the NYSE American believes, in the NYSE American’s
sole discretion, that continued listing and trading of the Company’s securities on the NYSE American is inadvisable or unwarranted
in accordance with Sections 1001-1006 of the Company Guide.
The Company is making this announcement in compliance
with Section 1007 of the Company Guide, which requires prompt disclosure of receipt of the Notice. The Notice also requires the Company
to speak to the NYSE American within five days of the receipt of the Notice, which the Company will do.
Forward-Looking Statements
This release may contain “forward-looking statements”
within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Examples of forward-looking
statements in this release may include, without limitation, statements regarding the Company’s ability to successfully remediate
the deficiencies cited by the NYSE American and regain compliance with the NYSE American’s continued listing standards and remain
listed on the NYSE American; other matters that involve known or unknown risks, uncertainties and other factors that may cause our results,
levels of activity, performance or achievements to differ materially from results expressed or implied by this release. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations,
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and market trends,
the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These risk factors and
others are included from time to time in documents we file with the SEC, including but not limited to, our Form 10-K’s, Form 10-Q’s
and Form 8-K’s. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements.
Accordingly, you should not place undue reliance on these forward-looking statements. Any forward-looking statement made by us in this
release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
MEDIA CONTACTS
Email: ceo@mindwavedao.com
