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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): September 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 $0.001 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.
AQUAEChain
Agreement
On
September 24, 2026, MindWave Innovations Inc. (“MindWave”), a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc.
(the “Company”), issued a press release announcing that it had entered into a 12-month technology services agreement with
AQUAE Holdings Pte. Ltd., a Singapore-based company (“AQUAE”), to deploy MindChain as the blockchain infrastructure for AQUAEChain,
a platform for the issuance, verification, transfer and retirement of ALCI Credits. Consideration consists of software development and
technology service fees and an allocation of ALCI Credits issued on the network. A copy of the press release is attached as Exhibit 99.1
and incorporated herein by reference.
FlashChain
Agreement
On
September 29, 2026, MindWave issued a press release announcing that it had entered into a 12-month Software Development and Technology
Services Agreement with Flash Sports & Media Holdings, Inc. (“FLZH”), under which MindWave will deploy and operate a
dedicated subnet on MindChain’s Layer-2 infrastructure for FlashChain, a blockchain for tracking digital broadcasting rights, video
assets and match ticket inventory, and develop related integration and smart contract software. Consideration consists of FLZH common
shares and an allocation of FLASH TOKEN. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.
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.
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, including risks relating to development timelines, milestone achievement, acceptance testing, the value of equity and
token consideration, technical performance, network scalability, integration with third-party systems and hardware, market acceptance,
and regulatory requirements applicable to digital assets. All forward-looking statements are based on assumptions that the Company believes
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 undertakes no 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 of this current report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release issued by MindWave Innovations Inc. dated September 24, 2026 (AQUAEChain). |
| 99.2 |
|
Press Release issued by MindWave Innovations Inc. dated September 29, 2026 (FlashChain). |
| 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:
September 29, 2026 |
By: |
/s/
Dr. Vin Menon |
| |
Name: |
Dr.
Vin Menon |
| |
Title: |
Co-Chief
Executive Officer |
Exhibit 99.1
MindWave Innovations Inc to Power AQUAEChain with Its MindChain
Blockchain Infrastructure
Agreement strengthens MindWave’s position as a technology provider
for ecosystem finance and environmental markets
MATAWAN, New Jersey — September 24, 2026 — MindWave
Innovations Inc. (“MindWave”), a subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), has entered into a
12-month strategic technology services agreement with Singapore-based AQUAE Holdings Pte. Ltd. (“AQUAE”) to deploy MindWave’s
MindChain infrastructure as the foundational technology powering AQUAEChain.
Under the agreement, MindWave will deploy MindChain as the core blockchain
infrastructure powering AQUAEChain, enabling the secure issuance, traceable lifecycle management, verification, transaction, and retirement
of insured ALCI Credits.
In addition to contracted software development and technology service
fees, the agreement references an allocation to MindWave equal to 20% of the total ALCI Credits issued and outstanding on the AQUAEChain
network. The allocation would be calculated at the end of each quarter using the MindChain issuance ledger.
The engagement represents a significant achievement for MindWave, demonstrating
the company’s ability to develop specialized digital infrastructure for emerging environmental and sustainability-focused markets.
Powered by MindChain’s insured blockchain infrastructure, AQUAEChain
will integrate credit registry management, environmental data processing, monitoring and verification, and transaction capabilities within
a unified platform.
Key technical features will include:
| ● | ALCI Credit Registry: A digital registry supporting the issuance, tracking, verification, transfer, and retirement of ALCI
Credits. |
| ● | ALCI Credits: Blockchain-verified, fractionalized environmental conservation assets that measure
living ecosystem services like biodiversity, clean water, and oxygen generation. |
| ● | Monitoring, Reporting and Verification Platform: Tools for collecting, processing, and analyzing project information, including
satellite and ground-source data. |
| ● | Marketplace and Transaction Module: A dedicated interface supporting the listing, trading, and settlement of ALCI Credits between
AQUAE and its counterparties. |
| ● | MindChain Integration: Use of the MindChain issuance ledger to provide a transparent and traceable record of ALCI Credits issued
and outstanding across the AQUAEChain network. |
| ● | Integrated Data Architecture: A structured data model and integration framework connecting registry, project, verification,
and transaction information. |
| ● | Cloud-Based Infrastructure: A hosted environment designed to support platform availability, operational continuity, and future
scalability. |
| ● | Data Protection and Security: Administrative, technical, and physical safeguards designed to protect platform data and transaction
records. |
| ● | Engineering and Technical Support: Embedded engineering assistance during implementation, followed by ongoing infrastructure
maintenance and technical support. |
“This agreement is a significant milestone for MindWave and reflects
growing recognition of our technology-development capabilities,” said Dr. Vin Menon, Chief Executive Officer of MindWave Innovations.
“AQUAEChain will bring registry management, environmental data, monitoring and verification, and marketplace functionality together
within one integrated platform. Its connection with the MindChain issuance ledger will further support transparency and traceability across
the ALCI Credit lifecycle. We are proud to have been selected by AQUAE to develop the technology foundation supporting its ecosystem-finance
operations.”
Linju Thomas, Chief Operating Officer of AQUAE Holdings, said,
“AQUAEChain is an important part of our vision for transparent and dependable ecosystem-finance infrastructure. MindWave’s
development capabilities will help us establish a scalable platform for managing ALCI Credits and supporting conservation and regenerative-sustainability
initiatives.”
The engagement will deploy MindChain as the underlying blockchain infrastructure
powering AQUAEChain and supporting its registry, verification, and transaction capabilities. Structured as a commercial technology services
arrangement, the collaboration will focus on delivering secure, transparent, and scalable infrastructure for AQUAE’s ecosystem-finance
operations.
The agreement became effective on September 14, 2026, with development
and delivery organized around agreed project milestones. Throughout the initial 12-month term, MindWave will provide platform hosting,
infrastructure maintenance, technical escalation support, and engineering assistance while working closely with AQUAE’s technical
team on configuration, deployment, and operational readiness.
Following the initial term, the parties anticipate transitioning to
a five-year continuing technology services arrangement, subject to mutual agreement and the execution of definitive documentation.
About MindWave Innovations Inc.
MindWave Innovations Inc., a subsidiary of Apimeds Pharmaceuticals
US, Inc. (NYSE American: APUS), develops technology infrastructure and digital solutions for blockchain-enabled applications, data-driven
platforms, and emerging commercial ecosystems.
Through projects such as AQUAEChain, MindWave is expanding the application
of its technology into ecosystem finance, environmental data management, and sustainability-focused markets.
For more information, visit www.mindwavedao.com.
About MindChain
MindChain is a blockchain infrastructure developed within the MindWave
ecosystem to support transparent, traceable, and verifiable digital transactions. It is designed to provide the underlying ledger capabilities
required for applications involving digital assets, registries, tokenized ecosystems, and decentralized services.
Within AQUAEChain, the MindChain issuance ledger will be used to record
and calculate ALCI Credits issued and outstanding, strengthening transparency and traceability across the credit-management process.
About AQUAE Holdings Pte. Ltd.
AQUAE Holdings Pte. Ltd. is a Singapore-based company focused on technology-driven
solutions in ecosystem finance, conservation, and regenerative sustainability. The company is developing AQUAEChain to support its ALCI
Credits and ecosystem-finance operations.
For more information, visit www.aquaeimpact.com.
Forward-Looking Statements
This announcement contains forward-looking statements regarding the
development, implementation, anticipated capabilities, and potential performance of the AQUAEChain Platform, the integration and operation
of MindChain, and the potential issuance and allocation of ALCI Credits. These statements are based on current expectations and are subject
to risks and uncertainties, including development timelines, achievement of project milestones, technical performance, regulatory requirements,
issuance volumes, and market acceptance. Actual results may differ materially from those expressed or implied. The company undertakes
no obligation to update these statements except as required by applicable law.
Media and Investor Relations
MindWave Innovations Inc.
3
Exhibit 99.2
MindWave
Innovations Expands U.S. Commercial Footprint with Second Agreement to Build and Operate FlashChain for New York-Based Flash Sports &
Media
The 12-month agreement covers a dedicated MindChain subnet for authenticating
digital match tickets, sports memorabilia and media assets
MATAWAN, New Jersey, Sept. 29, 2026 – MindWave Innovations
Inc. (“MindWave”), a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS), has signed a 12-month
software development and technology services agreement with New York-based Flash Sports & Media Holdings, Inc. (Ticker: FLZH) (“FLZH”)
to build and operate FlashChain, a blockchain for tracking digital broadcasting rights, video assets and match ticket inventory.
Under the agreement, MindWave will deploy a dedicated subnet for FlashChain
on MindChain’s Layer-2 infrastructure, operate the validator nodes that run it, and issue FLZH the cryptographic keys and secure connections
it needs to access the network. FLZH will own the FlashChain network, its brand and its Digital Asset and Ticketing Ledger, which will
record authenticated digital match tickets, digital sports memorabilia and related media-asset transactions.
MindWave will also build two software components. The first is an integration
module that links FLZH’s direct-to-consumer streaming application, FLASHSM, its online stadium ticketing platforms and its gate-scanning
hardware directly to FlashChain. The second is a set of smart contracts that authenticate digital match tickets, manage digital sports
memorabilia and help prevent ticket counterfeiting and unauthorized duplication of media. The statement of work will establish performance
targets for match-day throughput and gate-scan speed, and FLZH will hold a perpetual license to use both software components on FlashChain.
Live sport puts a network under its heaviest load in short bursts.
MindWave will provide system monitoring, live-event troubleshooting and staff training for scheduled T20 cricket tournament broadcasts
and high-traffic match days. MindWave will also secure the core network, protect fan transaction data and maintain secure backups of digital-asset
and media transaction history.
FLZH will lead the FlashChain brand, broadcasting-rights negotiation,
media licensing strategy, partner relationships and community management. MindWave will provide the underlying infrastructure, development
work and ongoing technical services. As consideration under the agreement, MindWave will receive FLZH common shares and an allocation
equal to 20% of the total supply of FLASH TOKEN, FlashChain’s platform token. The agreement also provides for an annual maintenance fee
equal to 50% of the applicable contract consideration, as specified in the agreement.
The parties have not publicly disclosed the aggregate dollar value
of the consideration under the agreement.
Fans’ personal data will not be written to FlashChain; only hashed
or pseudonymized references will go on-chain. If the relationship ends, MindWave will make FlashChain’s data and ledger records available
so the network can migrate.
For MindWave, the agreement extends its infrastructure business into
sports ticketing and media distribution, alongside its work in regulated industries.
“A match ticket or a highlight clip only has value if people can
trust it’s genuine. FlashChain is designed to give FLZH a way to authenticate those assets at the stadium gate and across the streaming
experience, while our job is to keep the network steady when a full ground is scanning in at once,” said Dr. Vin Menon, Chief Executive
Officer of MindWave Innovations.
“Our fans buy tickets, watch matches and collect moments, often
on the same day. FlashChain gives us one ledger that we own to authenticate all of it, while MindWave runs the infrastructure underneath,”
said Mr. Bradley Nattrass, CEO of Flash Sports & Media Holdings.
The agreement runs for 12 months. Technical specifications, acceptance
criteria and delivery timelines will be set out in a statement of work, with each deliverable subject to FLZH’s acceptance testing. After
the initial term, the parties may renew support annually.
About MindWave Innovations Inc.
MindWave Innovations Inc., a wholly owned subsidiary of Apimeds Pharmaceuticals
US, Inc. (NYSE American: APUS), develops technology infrastructure and digital solutions for blockchain-enabled applications, data-driven
platforms, and emerging commercial ecosystems.
Through projects such as FlashChain, MindWave is expanding the application
of its technology into sports, media and live-event ticketing.
For more information, visit https://www.mindwaveinnovations.com/.
About MindChain
MindChain is a blockchain infrastructure developed within the MindWave
ecosystem to support transparent, traceable, and verifiable digital transactions. It is designed to provide the underlying ledger capabilities
required for applications involving digital assets, registries, tokenized ecosystems, and decentralized services.
FlashChain will run as a dedicated, independently branded subnet on
MindChain’s Layer-2 infrastructure and may participate in MindChain’s insurance program, subject to its coverage terms.
About Flash Sports & Media Holdings, Inc.
Flash Sports & Media Holdings, Inc. is a New York-based company
operating streaming, ticketing and media businesses, including the FLASHSM direct-to-consumer streaming application. Its common stock
is quoted on the OTC market under the symbol FLZH.
For more information, visit www.flashsm.com.
Forward-Looking Statements
This announcement contains forward-looking statements regarding the
development, implementation, anticipated capabilities, and potential performance of FlashChain, the integration and operation of MindChain,
the delivery of the related development work, the issuance and potential use of FLZH common shares and FLASH TOKEN, and the potential
renewal and expansion of technical services. These statements are based on current expectations and are subject to risks and uncertainties,
including development timelines, achievement of project milestones, acceptance testing, technical performance, network scalability, integration
with third-party systems and hardware, insurance availability and coverage, regulatory requirements applicable to digital assets and tokenized
ecosystems, market acceptance, and the ability of the parties to achieve the anticipated benefits of the agreement. Actual results may
differ materially from those expressed or implied. The company undertakes no obligation to update these statements except as required
by applicable law.
3
