APUS 8-K: Board approves bylaw change for action by consent

Rhea-AI Filing Summary

Apimeds Pharmaceuticals US, Inc. reported a corporate governance change. On October 15, 2025, the board amended the company’s bylaws to allow shareholder action by written consent, enabling stockholders to take certain actions without a meeting when the required consents are obtained.

The full text of the amendment is provided as Exhibit 3.1 to the report.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 15, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 15, 2025, the board of directors of Apimeds Pharmaceuticals US, Inc. (the “Company”) amended the bylaws to allow shareholder action by written consent.

The foregoing description of the Amendments 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 9.01 Financial Statements and Exhibits.‌

(d) Exhibits

Exhibit No.		Description
3.1		First Amendment to Bylaws dated October 15, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

1

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: October 16, 2025	By:	/s/ Erik Emerson
	Name:	Erik Emerson
	Title:	Chief Executive Officer

2

FAQ

What did APUS change in its bylaws?

The company amended its bylaws to allow shareholder action by written consent.

When did Apimeds (APUS) approve the bylaw amendment?

The board approved the amendment on October 15, 2025.

Where can I find the full bylaw amendment text for APUS?

The full text is filed as Exhibit 3.1.

What SEC form did APUS use to disclose this change?

The change was disclosed on a Form 8-K.

What is APUS’s exchange and ticker symbol?

Common stock trades on NYSE American under the symbol APUS.

Which item of the report covers the bylaw change?

Item 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.