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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 16, 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 8.01. Other Events.
On December 1, 2025, Apimeds Pharmaceuticals US,
Inc., a Delaware corporation (the “Company”), obtained approval of its stockholders holding a majority of the voting
power of the Company’s outstanding capital stock, by written consent (the “Written Consent”), 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”)
and to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) accordingly.
In connection with the Written Consent, the Company
filed and mailed an information statement (the “Information Statement”) to its stockholders pursuant to Rule 14c-2
under the Securities Exchange Act of 1943, as amended. The Reverse Stock Split will not become effective until at least 20 calendar days
after the mailing of the definitive Information Statement (the “Waiting Period”).
Following the expiration of the Waiting Period,
the Company expects to file the Charter Amendment with the Secretary of State of the State of Delaware to effect the Reverse Stock Split
on or about March 25, 2026.
The Company has determined that the Reverse Stock
Split will become effective as of 12:01 a.m. Eastern Time on March 26, 2026 (the “Effective Date”). The Company expects
that its common stock will begin trading on a split-adjusted basis on the NYSE American LLC under the symbol “APUS”, at the
open of trading on March 26, 2026. The new CUSIP number for the Company’s common stock following the Reverse Stock Split will be
03771D201.
Upon effectiveness of the Reverse Stock Split,
every ten (10) shares of the Company’s issued and outstanding common stock will automatically be combined and changed into one (1)
share of the Company’s issued and outstanding common stock.
The information set forth
in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the disclosure under the heading “The
Reverse Stock Split” in the Information Statement, which was dated February 26, 2026, and first mailed to stockholders on March
5, 2026, and is incorporated herein by reference.
The Company will announce
the effectiveness of the Reverse Stock Split in a subsequent Current Report on Form 8-K once the Effective Date occurs.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 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 16, 2026 |
By: |
/s/ Dr. Vin Menon |
| |
Name: |
Dr. Vin Menon |
| |
Title: |
Chief Executive Officer |
