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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): July 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
3.03. Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split and Charter Amendment set forth in Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 23, 2026, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment
(the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware to (i) effect a one-for-ten (1-for-10) reverse stock split (the “Reverse Stock Split”)
of the Company’s issued and outstanding shares of common stock, and (ii) reduce the par value of the Company’s common stock
from $0.01 per share to $0.001 per share. The Reverse Stock Split became effective as of 12:01 a.m. Eastern Time on July 24, 2026 (the
“Effective Date”).
As
previously disclosed, on December 1, 2025, the Company obtained approval of its stockholders holding a majority of the voting power of
the Company’s outstanding capital stock, by written consent, to effect the Reverse Stock Split and the Charter Amendment. In connection
with the stockholder approval, the Company filed and mailed an information statement to its stockholders pursuant to Rule 14c-2 under
the Securities Exchange Act of 1934, as amended.
As
a result of the Reverse Stock Split, at the Effective Date, every ten (10) shares of the Company’s issued and outstanding common
stock were automatically combined into one (1) share of common stock, par value $0.001 per share. No fractional shares were issued in
connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive a fractional share received one
whole share of common stock in lieu thereof.
Immediately
prior to the Reverse Stock Split, there were 15,091,180 shares of common stock issued and outstanding. Immediately following the Reverse
Stock Split, there were 1,509,118 shares of common stock issued and outstanding. An additional 33,506 shares of common stock were subsequently
issued to accommodate the rounding up of fractional shares at the beneficial holder level through the Depository Trust Company. The Reverse
Stock Split did not change the number of authorized shares of common stock, which remains at 100,000,000 shares, or the number of authorized
shares of preferred stock, which remains at 10,000,000 shares.
The
Company’s common stock began trading on a split-adjusted basis on the NYSE American LLC under the symbol “APUS” at
the open of trading on July 24, 2026. The new CUSIP number for the Company’s common stock following the Reverse Stock Split is
03771D201.
Proportionate
adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards and warrants,
and to the exercise prices thereof.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Charter Amendment, which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Amendment of Amended and Restated Certificate of Incorporation of Apimeds Pharmaceuticals US, Inc., dated July 23, 2026 (incorporated
by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the
SEC on August 14, 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: September 22, 2026 |
By: |
/s/
Dr. Vin Menon |
| |
Name: |
Dr. Vin Menon |
| |
Title: |
Co-Chief Executive Officer |
