false
--12-31
0001894525
0001894525
2026-03-20
2026-03-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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, Apimeds,
Inc. (“Apimeds Korea”) and Inscobee Inc. (“Inscobee”) together with other stockholders of Apimeds Pharmaceuticals
US, Inc. (the “Company”) who beneficially own at least 66 2/3% of the voting power of the Company (the “Majority Stockholders”)
delivered an action by written consent of the stockholders to the Company (the “Written Consent”) to remove Elona Kogan, Jakap
Koo, Carol O’Donnell and Dr. Bennett Weintraub as Directors of the board of directors of the Company, effective immediately.
On February 27, 2026,
the Company filed a Definitive Proxy Statement on Schedule 14C (the “Definitive 14C”) in connection with certain proposals
related to its previously reported merger (the “Merger”) with MindWave Innovations Inc. (“MindWave”), noting that
such stockholder approval would become effective on March 25, 2026, twenty (20) calendar days after the date on which the Definitive 14C
was first sent or mailed to the stockholders of record of the Company.
As previously reported
by Inscobee and Apimeds Korea in Amendment No. 1 to their Schedule 13D, they have engaged in discussions with representatives of the Company,
including the Company’s former executive officers the former Directors, and the management of MindWave regarding the Merger transaction,
including MindWave’s purported ownership of certain digital assets, including requesting that the Company provide Inscobee access to books
and records of the Company to investigate potential wrongdoing by the former Directors and the Company’s former executive officers in
connection with the Company’s entry into the Merger, the consummation of the Merger and the transactions that were contemplated and/or
were effectuated thereby, as well as with respect to those certain support & lock up agreements and the voting agreements between
the Company and the Majority Stockholders.
As of the date of the
Written Consent, the Company had provided certain documentation to Inscobee and Apimeds Korea following such requests. However, the provided
documentation has failed to adequately address their concerns regarding the validity of the representations made re: Mindwave’s ownership
of certain digital assets and the consummation of the Merger. Due to these concerns, the Majority Stockholders determined that the best
course of action for the Company and its stockholders would be to, among other things, remove the former Directors.
Pursuant to the Written
Consent, the Majority Stockholders also appointed Mr. Youngjik Cho, Mr. Minguk Ji and Mr. Junyoung Yu to serve as Directors of the Company
(the “Board”), effective immediately, to fill three of the resulting vacancies. Each newly appointed Director shall hold office
for the remainder of the full term of the director for which the vacancy was created until such Director’s successor shall have
been elected and qualified or until such Director’s earlier resignation or removal. The Board has determined that Mr. Ji and Mr.
Yu are independent under the applicable rules of the Commission and NYSE American LLC.
On March 20, 2026, following
the appointment of the newly appointed Directors, the newly-constituted Board removed Dr. Vin Menon as Chief Executive Officer of the
Company and from all other positions held at the Company and its subsidiaries, effective immediately, and Mr. Cho was appointed as the
new Chief Executive Officer of the Company and Mr. Yu as Secretary of the Company, effective immediately. In addition, the Board removed
Mr. Erick Frim as Chief Financial Officer of the Company and from all other positions held at the Company and its subsidiaries, effective
immediately. Mr. Cho was appointed to serve as Chairman of the Board. Each of Messrs. Ji and Yu were appointed to the Audit Committee,
Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Yu was appointed chairperson of the Audit
Committee and Nominating and Corporate Governance Committee of the Board and Mr. Ji was appointed chairperson of the Compensation Committee
of the Board.
Since 2024, Mr. Yu has
been employed by Cellumed Co., Ltd., a South Korean biotechnology company specializing in musculoskeletal medical devices, bone graft
materials, and biologics (“Cellumed”) as Head of the Management Support Division and Chief Strategy Officer (CSO). In his
role with Cellumed, Mr. Yu is responsible for Cellumed’s overall corporate strategy, management planning, internal controls, and
administrative operations. In addition, since 2024, he has also served as Head of the Management Support Division of Insgreen Co., Ltd.,
a South Korean construction and engineering company. In both roles, Mr. Yu is responsible for each company’s overall corporate strategy,
management planning, internal controls, and administrative operations. From 2017 to 2024, Mr. JunYoung was employed by the Memory Division,
Device Solutions division of Samsung Electronics Co., Ltd. as a Staff Engineer for Firmware Development and Simulator.
Since January 2025, Mr.
Ji has served as an independent director of LK Ventures, a South Korean “K-Culture” Innovation Company. Mr. Ji provides strategic
oversight and advisory support for new business initiatives, participating in external meetings and partnership discussions, and assisting
the LK Ventures in strategic, operational, and business development activities. Previously, Mr. Ji served as an independent director of
Trinity Ventures, a venture capital firm, from August 2018 until January of 2025.
Mr. Cho has served as
the Chief Executive Officer and Representative Director of Winners & Partners Co., Ltd., a Seoul-based full-service advertising, brand
communications, and real estate management firm, since March 20, 2020. The company operates at the intersection of creative strategy and
premium brand positioning, providing integrated advertising campaigns, strategic brand consulting, and high-impact creative execution
for a diverse portfolio of leading clients, including Hyundai Motor Company, Samsung Electronics, Four Seasons Hotel Seoul, and Hotel
Shilla. In his role, Mr. Cho has been responsible for overall strategic leadership and executive oversight of the company’s operations,
including corporate strategy, client relationship management, creative direction, business development, and financial management. He has
led the development and execution of integrated advertising and brand strategy initiatives for key clients, while also overseeing the
company’s real estate leasing and property management activities. Winners & Partners Co., Ltd. is not an affiliate of the Company.
None of the newly appointed
Directors or officers have a family relationship with any other director or executive officer of the Company. Except as set forth in Item
8.01 below, no newly appointed Director has been involved in any transaction with the Company that would require disclosure under Item
404(a) of Regulation S-K. There are no arrangements or understandings between the newly appointed Directors and any other persons pursuant
to which such Directors were appointed as a director of the Company.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Consent,
the Majority Stockholders also amended the Amended and Restated Bylaws of the Company, as amended to date, to (a) allow stockholders of
the Company holding a majority of the voting power of the Company the power to fill vacancies on the Board and (b) confirm that amendments
to the Company’s bylaws may be approved by a majority of the voting power of the Company.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
Business Expansion
On March 20, 2026, the
Board approved the expansion of the Company’s business into new business initiatives and operations, including pursuing strategic
opportunities such as joint ventures with other Korean companies to expand the current business of the Company into Korean cosmetics,
photo booth platform business and e-commerce markets (the “Business Expansion”). In connection therewith, the Boad approved
the Company’s entry into non-binding memoranda of understanding with each of Assemble Corporation (“Assemble”), Hilluck
Co. Ltd. (“Hilluck”) and LK Ventures Co., Ltd. (“LK Ventures”) related to three separate joint ventures for the
future expansion of the Company’s lines of business. The Company, in partnership with Assemble and Hilluck, intends to enter into
separate joint ventures for the expansion and distribution of Korean cosmetics in the North American market. The Company, in partnership
with LK Ventures, intends to enter into a joint venture regarding the transfer of North American business rights to, and co-investment
for, the K-culture experiential photo booth platform “Life4Cuts”, with the objective of converting offline traffic into online
traffic and developing direct-to-consumer e-commerce operations. These memoranda of understanding are subject to the entry into definitive
agreements. Mr. Ji is an independent director of LK Ventures.
Reverse Stock Split
On March 16, 2026, the
Company announced its intention to file an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter
Amendment”) on or about March 25, 2026 to effect a reverse stock split of its issued and outstanding shares of common stock at a
ratio of one-for-ten (1-for-10) (the “Reverse Stock Split”) to be effective on or about March 26, 2026. At this time, the
Company has determined to delay the previously announced filing of the Charter Amendment and the Board will continue to evaluate the advisability
and timing for the Reverse Stock Split.
MindWave Press
Release
In addition, on March
24, 2026, MindWave issued a press release (the “MindWave Press Release”) on behalf of the Company, without the prior authorization
or knowledge of the newly appointed Board or the officers of the Company, among other things, challenging the actions taken by Apimeds
Korea and Inscobee in the Written Consent and alleging that such actions constitute a breach of Inscobee and Apimeds Korea’s obligations
pursuant to that certain Support and Lock-Up Agreement, dated as of December 1, 2026 (the “Support Agreement’) and threatening
potential litigation against Inscobee, Apimeds Korea and the Company to challenge the validity of the Written Consent.
Inscobee, Apimeds Korea
and the Company strongly disagree with the allegations in the MindWave Press Release and believe that the Written Consent does not violate
the Support Agreement and remains validly delivered and the actions taken therein effective as of the date of delivery to the Company.
Inscobee, Apimeds Korea and the Company intend to vigorously defend the validity of the Written Consent should the former officers and
directors of the Company pursue litigation.
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.
These forward-looking
statements include, but are not limited to, statements regarding the Business Expansion, the former directors and officers’ potential
challenge to the validity of the Written Consent, potential litigation related to the Written Consent, the Company’s operations,
strategies and plans, integration of businesses and governance changes. 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. These include the risk that the Business
Expansion may not be successful and the benefits of the Business Expansion may not be fully realized or may take longer to realize than
expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement
or completion of the Business Expansion; failure to maintain required listing approvals or satisfy NYSE American continued listing standards;
inability to consummate planned financings on acceptable terms or within expected timeframes; the risk the Business Expansion could distract
management from ongoing business operations or cause the Company to incur substantial costs; the risk that the Company may be unable to
reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations
or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such
factors are difficult to predict and are beyond the Company’s control, including those detailed in the Company’s Annual Reports
on Form 10-K, Quarterly Reports on Form 10- Q, Current Reports on Form 8-K, and such other documents of the Company filed, or to be filed,
with the SEC that are or will be available on the Company’s website at www.apimedsus.com and on the website of the SEC at www.sec.gov.
All forward-looking statements are based on assumptions that the Company believe 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 does not undertakes any 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
hereof.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Second Amendment to Bylaws dated March 20, 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 25, 2026 |
By: |
/s/ Youngjik Cho |
| |
Name: |
Youngjik Cho |
| |
Title: |
Chief Executive Officer |
