false
0001894525
0001894525
2026-04-24
2026-04-24
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):
April 24, 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 1.01. Entry into
a Material Definitive Agreement.
On
April 24, 2026, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Company”), MindWave Innovations Inc,
a Delaware corporation and a wholly owned subsidiary of the Company (“MindWave”), and Lokahi Therapeutics, Inc., a
Nevada corporation (“Lokahi” and, together with the Company and MindWave, the “Company Parties”),
together with Erik Emerson (“Emerson”), individually and in his capacity as Bio Business Representative under the Agreement
and Plan of Merger, dated December 1, 2025 (the “Merger Agreement”), entered into a Confidential Settlement and Mutual
Release Agreement (the “Settlement Agreement”), with Inscobee Inc., a South Korean corporation (“Inscobee”),
and Apimeds Inc., a South Korean corporation and wholly owned subsidiary of Inscobee (“Apimeds Korea”, together with
Inscobee, the “Inscobee Parties”). Concurrently with the Settlement Agreement, the Company Parties and the Inscobee
Parties also entered into a Side Letter Agreement regarding the audits of the Company for the year ended December 31, 2025 (the “Side
Letter”), which is incorporated into a forms part of the Settlement Agreement.
The
Settlement Agreement resolves all outstanding disputes among the parties arising from the Merger Agreement and related transactions.
Retention of Apitox
Program by Lokahi; Working Capital Contribution
Pursuant
to the Settlement Agreement, Lokahi will retain all rights relating to the Apitox program, including all relevant intellectual property,
regulatory materials, development data, manufacturing information, the Prevail CRO credit facility (having an aggregate value of approximately
Two Million Two Hundred Thousand United States Dollars ($2,200,000)), and all other associated program assets. Lokahi will transfer to
the Company (or its designee) Four Million United States Dollars ($4,000,000) (the “Working Capital Contribution”)
no later than five business days following the effective date of the Settlement Agreement. In addition, Lokahi will forgive all amounts
previously advanced by Lokahi to the Company or any of its subsidiaries, including the $750,000 advance made on or about February 2, 2026,
together with any associated interest, penalties, or equity rights. Following payment of the Working Capital Contribution, the Company
will distribute 51% of the common stock of Lokahi as directed by Erik Emerson, the former chief executive officer of the Company, with
the Company retaining the remaining 49%.
Formation of Newco
The
Settlement Agreement provides for the formation of a new subsidiary of the Company (“Newco”) within seven business
days following the effective date. Newco will be a wholly owned subsidiary of the Company and will operate independently from Lokahi.
Ten percent (10%) of the net financing proceeds from the Company’s existing investor financing arrangement will be irrevocably allocated
to Newco, with ninety percent (90%) allocated to MindWave. Newco is expected to be spun off from the Company within twelve months of the
effective date of the Settlement Agreement, subject to a potential twelve-month extension upon approval by the Newco board of directors.
Irrevocable Proxy
In
connection with the Settlement Agreement, the Inscobee Parties granted an irrevocable proxy to Dr. Vin Menon and Captain Sandeep Singh
Yadav to vote all shares of common stock held by the Inscobee Parties with respect to the proposals described in its Information Statement
on Schedule 14C, originally filed with the SEC on February 27, 2026, and first mailed to the Company’s stockholders on March 5,
2026 (the “Information Statement”). The proxy is coupled with an interest and shall remain irrevocable until the later
of (x) 30 days following receipt of NYSE approval of the listing application, (y) completion of the Preferred Stock Conversion and Note
Approval, (z) the date on which NYSE provides a final denial of the listing application, or (aa) July 30, 2026.
Merger Unwind Conditions
Side Letter
Under
the Side Letter, the transactions contemplated by the Merger Agreement are subject to remedies as the parties may mutually agree in writing,
upon the occurrence of either of the following events: (i) the Company's failure to file its Annual Report on Form 10-K for the fiscal
year ended December 31, 2025 with the U.S. Securities and Exchange Commission on or before April 30, 2026; or (ii) the consolidated audit
report included in such Form 10-K receiving a qualified opinion from the Company's PCAOB-registered independent auditors.
Upon
the occurrence of either triggering event, the parties are required to meet and confer within five business days to negotiate in good
faith an appropriate remedy, which may include unwind of the Merger Agreement, adjustment of the consideration exchanged thereunder, or
such other relief as the parties may agree in writing. No party is bound by any particular remedy unless and until reduced to a written
agreement signed by all parties. If a triggering event occurs due to the act or omission of a party, that party's voting rights and decision-making
authority with respect to resolution of the triggering event are automatically delegated by irrevocable proxy to the non-defaulting parties;
Lokahi, which is not a stockholder of the Company, is expressly excluded from receiving any such delegated voting rights.
Mutual Releases
Each
of the parties to the Settlement Agreement has agreed to mutual releases of all claims, actions, and causes of action arising from facts,
acts, omissions, circumstances, events, or transactions occurring prior to the execution of the Settlement Agreement, subject to customary
carve-outs for breaches of the Settlement Agreement, fraud, intentional misrepresentation, indemnification rights, and tax claims. The
releases become effective upon payment of the Working Capital Contribution by Lokahi.
Dismissal of Lawsuit
Within five
business days after the effective date of the Settlement Agreement, Emerson is required to file a stipulation of dismissal without prejudice
of the action filed by him in the United States District Court for the Southern District of New York against the Inscobee Parties (the
“Lokahi Action”). The dismissal of the Lokahi Action will automatically convert to a dismissal with prejudice on the
one hundred eightieth (180th) day after the effective date of the Settlement Agreement, provided there has been no breach by the Inscobee
Parties of the Settlement Agreement.
The foregoing
summaries of the Settlement Agreement and the Side Letter do not purport to be complete descriptions and are qualified in their entirety
by reference to the full text of the Settlement Agreement and the Side Letter, copies of which are filed as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K and are incorporated herein by reference.
Forbearance Agreement
Also
on April 30, 2026, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with Alto Opportunity
Master Fund, SPC – Segregated Master Portfolio B (the “Investor”), which holds a senior convertible note in the
aggregate original principal amount of $11,000,000 (the “Existing Note”), issued pursuant to a Securities Purchase
Agreement, dated December 1, 2025 (the “Securities Purchase Agreement”).
Pursuant
to the Forbearance Agreement, the Investor has agreed to forbear from exercising any of its rights or remedies under the Existing Note
with respect to certain existing events of default (collectively, the “Existing Defaults”) during the period commencing
on the date of the Forbearance Agreement through and including June 30, 2026 (or such later date as the Investor may elect in its sole
discretion) (the “Forbearance Period”). The Existing Defaults include the Company’s failure to file a registration
statement by the filing deadline, failure to cause the registration statement to be declared effective by the effectiveness deadline,
failure to obtain stockholder approval by the stockholder approval deadline, breaches of representations and warranties arising from the
Majority Stockholder Dispute, and the occurrence of a material adverse effect.
The
Forbearance Period will terminate upon the earliest to occur of: (x) the occurrence, or discovery by the Investor, of any event of default
under the Existing Note other than the Existing Defaults, (y) any breach of any term or condition of the Forbearance Agreement or the
Settlement Agreement, or (z) the Company’s failure to timely satisfy any of the forbearance conditions set forth in the Forbearance
Agreement (the “Forbearance Conditions”).
The
Forbearance Conditions include, among other things: (i) delivery of the Settlement Agreement to the Investor; (ii) execution and delivery
of Amendment No. 1 to the Existing Note; (iii) filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025 with the SEC on or prior to April 30, 2026; (iv) filing of the initial registration statement with the SEC on or prior to May
10, 2026, with effectiveness on or prior to June 30, 2026; (v) curing all deficiencies and regaining compliance with the NYSE’s
continued listing requirements, including obtaining NYSE approval, effecting a 1-for-10 reverse stock split, and resuming trading of the
Common Stock on the principal market, in each case on or prior to June 30, 2026; and (vi) causing the members of the Company’s board
of directors to be appointed in accordance with the Settlement Agreement on or prior to June 30, 2026.
Upon
timely satisfaction of all Forbearance Conditions, the Investor will waive the Existing Defaults. The limited waiver constitutes a one-time
waiver and is limited to the matters expressly waived in the Forbearance Agreement.
In
connection with the Forbearance Agreement, the Company, on behalf of itself and its successors, assigns, and affiliates, provided a full
and unconditional release in favor of the Investor and certain related parties from any and all claims arising out of or related to the
Transaction Documents and the transactions contemplated thereby on or prior to the date of the Forbearance Agreement.
The
Forbearance Agreement also amends the defined term “Transaction Documents” in the Securities Purchase Agreement to include
the Forbearance Agreement. Except as expressly provided in the Forbearance Agreement, each of the Transaction Documents remains in full
force and effect.
The
foregoing summary of the Forbearance Agreement does not purport to be a complete description and is qualified in its entirety by reference
to the full text of the Forbearance Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
previously disclosed, on December 30, 2025 and March 20, 2026, certain stockholders of the Company, including the Inscobee Parties, purported
to execute written consents of stockholders (the “Stockholder Consents”) to, among other things, remove Elona Kogan,
Jakap Koo, Carol O’Donnell, and Dr. Bennett Weintraub from the Company’s board of directors and appoint replacement directors.
In
connection with the Settlement Agreement, the parties have agreed that the Support Agreements and Voting Agreements previously entered
into by the Inscobee Parties in connection with the Merger Agreement are valid and binding, that the Stockholder Consents are void, and
that all actions taken pursuant to the Stockholder Consents, including the purported removal of directors and any actions taken by the
purported replacement board, are void. Accordingly, the Company’s board of directors continues to consist of Elona Kogan, Jakap
Koo, Carol O’Donnell, and Dr. Bennett Weintraub.
Under
the Settlement Agreement, the Inscobee Parties have agreed to secure the resignation or removal of Mr. Koo. Following Mr. Koo’s
resignation or removal, and during the period between the effective date of the Settlement Agreement and the filing of the Company’s
Annual Report on Form 10-K (the “Interim Period”), the Company’s board will consist solely of Ms. Kogan, Ms.
O’Donnell and Dr. Weintraub. Following the Interim Period, unless the Company is advised that doing so would adversely affect the
NYSE listing application, each of Ms. Kogan, Ms. O’Donnell and Dr. Weintraub will resign and the Company’s board is expected
to transition to three new independent directors in accordance with NYSE rules. Such directors will be appointed by the Inscobee Parties,
subject to the reasonable approval of Dr. Vin Menon if permitted by the NYSE, and may not be affiliated with, connected to, or otherwise
tainted by the Inscobee Parties. No member of the Company’s board may be removed during this period without the written consent
of Dr. Vin Menon and the Inscobee Parties.
Dr.
Vin Menon continues to serve as Chief Executive Officer of the Company.
Item 8.01. Other Events.
As
previously disclosed, the Company filed the Information Statement providing for the following proposals (collectively, the “Proposals”):
(i) the issuance of shares of the Company’s common stock upon conversion of the Series A Convertible Preferred Stock, (ii) the issuance
of shares of the Company’s common stock upon conversion of convertible notes issued pursuant to the Securities Purchase Agreement
entered into by the Company and certain institutional investors on December 1, 2025, and amended on December 8, 2025, (iii) a 1-for-10
reverse stock split and a change in par value from $0.01 to $0.001, together with a corresponding amendment to the Company’s Amended
and Restated Certificate of Incorporation, (iv) an amendment to the Company’s 2024 Equity Incentive Plan to increase the number
of shares issuable thereunder to 2,096,679, and (v) the approval and adoption of the Company’s 2025 Equity Incentive Plan.
Under
the Settlement Agreement, the parties have agreed that all Proposals set forth in the Information Statement shall proceed and become effective
following the lifting of the current trading halt by NYSE American and approval of the Company’s listing application. The Inscobee
Parties have agreed to fully cooperate with the Company to facilitate the effectiveness of the Proposals, including providing any information,
consents, or documents reasonably requested, and have agreed not to take any action, directly or indirectly, that would reasonably be
expected to delay, impair, or prevent the effectiveness of the Proposals. Specifically, the Inscobee Parties have agreed to cooperate
in good faith with the Company and to take all actions reasonably requested in connection with obtaining approval of the listing application
in order to effect the actions described in each of the Proposals.
The
Company does not intend to effect the actions described in the Proposals, other than the reverse stock split, unless and until NYSE American
has approved the Company’s listing application.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Confidential Settlement and Mutual Release Agreement, dated April 24, 2026, by and among Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, Erik Emerson, Lokahi Therapeutics, Inc., Inscobee Inc., and Apimeds Inc. |
| 10.2 |
|
Side Letter Agreement, dated April 24, 2026, by and among Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, Erik Emerson, Lokahi Therapeutics, Inc., Inscobee Inc., and Apimeds Inc. |
| 10.3 |
|
Forbearance Agreement, dated April 30, 2026, by and between Apimeds Pharmaceuticals US, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B. |
| 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: May 3, 2026 |
By: |
/s/
Dr. Vin Menon |
| |
Name: |
Dr. Vin Menon |
| |
Title: |
Chief Executive Officer |
