Apimeds Pharmaceuticals US (APUS) 8-K Filings

Apimeds Pharmaceuticals US, Inc. reported that Interim Chief Financial Officer Erick Frim resigned effective immediately on September 29, 2026, and that its board appointed Eric Sherb as Chief Financial Officer effective October 1, 2026. Sherb will serve as principal financial officer and principal accounting officer. The company said Frim’s resignation was not due to a disagreement over company operations, policies or practices.

Sherb, a Certified Public Accountant with over 18 years of capital-markets experience, will receive a base salary of $60,000 per year under an Executive Employment Agreement effective October 1, 2026. Since February 2026, he had served as fractional Chief Financial Officer of the company’s wholly owned subsidiary, MindWave Innovations Inc., through EMS Consulting Services; that engagement will end in connection with his appointment. Any future equity awards under the company’s equity incentive plan are outside the stated compensation.

Apimeds Pharmaceuticals US, Inc. (APUS) reported that its wholly owned subsidiary, MindWave Innovations, entered two 12-month technology services agreements: one with AQUAE Holdings for AQUAEChain and one with Flash Sports & Media Holdings for FlashChain.

Under the AQUAE agreement, MindWave will deploy MindChain for the issuance, verification, transfer and retirement of ALCI Credits. Consideration includes service fees and an allocation equal to 20% of total ALCI Credits issued and outstanding on the AQUAEChain network, calculated at the end of each quarter using the MindChain issuance ledger. After the initial term, the parties anticipate a five-year services arrangement, subject to mutual agreement and definitive documentation.

For FlashChain, MindWave will build and operate a dedicated subnet for tracking broadcasting rights, video assets and match ticket inventory. Consideration includes FLZH common shares, an allocation equal to 20% of total FLASH TOKEN supply, and an annual maintenance fee equal to 50% of applicable contract consideration. Deliverables are subject to FLZH acceptance testing; support may be renewed annually after the initial term.

Apimeds Pharmaceuticals US, Inc. (APUS) effected a 1-for-10 reverse stock split of its issued and outstanding common stock, effective at 12:01 a.m. Eastern Time on July 24, 2026. Immediately before the split, 15,091,180 common shares were issued and outstanding; immediately after, 1,509,118 were issued and outstanding. The company subsequently issued 33,506 additional shares to accommodate rounding up fractional shares at the beneficial holder level through the Depository Trust Company. No fractional shares were issued; holders otherwise entitled to a fraction received one whole share. The amendment also reduced common stock par value from $0.01 to $0.001 per share. Authorized common and preferred shares remained at 100,000,000 and 10,000,000, respectively. Common stock began split-adjusted trading on NYSE American under APUS on July 24, 2026.

Apimeds Pharmaceuticals US, Inc. (APUS) entered into a First Amendment to its Confidential Settlement and Mutual Release Agreement on September 10, 2026, modifying how its board of directors is structured. During the interim period before the Preferred Stock Conversion, the board will consist solely of Elona Kogan, Carol O’Donnell, Dr. Bennett Weintraub, and Sungjoon Chae, and none of these directors may be removed without the written consent of Dr. Vin Menon and the Inscobee Parties.

After this interim period, the board is set at seven members: four independent directors nominated by MindWave, two directors nominated by Menon (including Menon), and Sungjoon Chae. On September 10, 2026, the board appointed Sungjoon Chae, already Co-Chief Executive Officer since May 2026, as a director; the company states there are no related party transactions or family relationships involving him, and his director compensation terms will be disclosed once finalized.

Apimeds Pharmaceuticals US, Inc. (APUS) entered into an Assignment and Transfer Agreement with FreeT Inc. on August 19, 2026 to acquire certain Apitox-related rights previously held by FreeT under a 2015 agreement. The Assigned Rights include 100% of rights to the Apitox market for Korean medicine clinics in Korea, a 25% royalty entitlement on economic proceeds from Apitox development, licensing, sale or other commercialization in the United States, and a 25% revenue participation right on net proceeds from overseas rights agreements. Apimeds also receives specified information and data/technology-related contractual benefits, while expressly not acquiring underlying Apitox intellectual property or any global rights not held by FreeT. Apimeds assumes only post-effective-date obligations directly tied to exercising these rights, and FreeT indicates it will use commercially reasonable efforts to support future global Apitox rights transactions, subject to separate definitive agreements. The agreement is governed by the laws of the Republic of Korea with exclusive jurisdiction in the Seoul Central District Court.

Apimeds Pharmaceuticals US, Inc. appointed Dr. Christopher Kim as Chief Scientific Officer, effective August 5, 2026. In this role, he will lead scientific, clinical, and regulatory development of the company’s APITOX program, including research and development, clinical strategy, and regulatory engagement.

The company states that Dr. Kim has been closely associated with APITOX for many years and has extensive scientific, technical, and regulatory expertise. His appointment is described as providing leadership continuity and supporting the company’s long-term strategy to advance APITOX through the regulatory process and toward commercialization.

Apimeds Pharmaceuticals US, Inc. will implement a 1-for-10 reverse stock split of its issued and outstanding common stock. The company plans to file a charter amendment with the Delaware Secretary of State on or about July 23, 2026, and has set the reverse split to become effective as of 12:01 a.m. Eastern Time on July 24, 2026.

Following effectiveness, every ten shares of common stock will automatically be combined into one share, and the stock is expected to begin trading on a split-adjusted basis on the NYSE American under the symbol APUS at the open of trading on July 24, 2026. The new CUSIP for the common stock will be 03771D201. Stockholders previously approved the reverse split by majority written consent on December 1, 2025, after which an information statement was mailed and the required waiting period has elapsed.

Apimeds Pharmaceuticals US, Inc. announced that its board of directors appointed Sungjoon ChaeMay 4, 2026, following a nomination by a stockholder. The company states there are no other arrangements or understandings that led to his selection beyond this nomination.

There are no family relationships between Mr. Chae and any of the company’s officers or directors, and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. The material terms of his compensation have not yet been determined and will be disclosed once finalized.

Mr. Chae is an architect and urban designer focused on large-scale real estate development and urban regeneration, with experience coordinating complex projects across multiple stakeholders and aligning design objectives with financial viability, regulatory requirements, and market conditions.

Apimeds Pharmaceuticals US, Inc. entered a comprehensive settlement resolving disputes around its December 2025 merger. Lokahi retains the Apitox program, including a $2,200,000 CRO credit, and will pay a $4,000,000 working capital contribution while forgiving prior advances, including $750,000. The company will distribute 51% of Lokahi’s stock as directed by former CEO Erik Emerson and retain 49%. A new subsidiary, Newco, will be formed, allocated 10% of net proceeds from Apimeds’ existing investor financing and targeted for a spin-off within 12–24 months.

Inscobee granted an irrevocable proxy to support proposals in a prior information statement. A Side Letter ties potential merger unwind or other remedies to Apimeds filing its 2025 Form 10-K by April 30, 2026 or avoiding a qualified audit opinion. Separately, a Forbearance Agreement on an $11,000,000 senior convertible note runs through June 30, 2026, contingent on strict conditions, including timely SEC filings, an effective registration statement, curing NYSE listing deficiencies (with a 1-for-10 reverse stock split) and reconstituting the board. The settlement also confirms prior attempted stockholder consents were void and sets a path to transition to three new independent directors once listing issues are resolved.

Apimeds Pharmaceuticals US, Inc. received a NYSE American notice of non-compliance because it failed to timely file its Form 10-K for the year ended December 31, 2025. The exchange has given an initial cure period through October 15, 2026, to file the overdue report and any subsequent late filings.

The company expects to submit the Form 10-K by April 30, 2026, but cautions this is not assured. Apimeds’ stock will remain listed under ticker APUS with a “.LF” late-filer tag, while the April 2, 2026 trading halt stays in effect and delisting remains a potential outcome if filings are not brought current.

Apimeds Pharmaceuticals US, Inc. reports a delay in filing its Annual Report on Form 10-K for the year ended December 31, 2025. The company previously filed a Form 12b-25 but now expects it will not meet the additional fifteen-day extension period because its financial statements and audit are still being completed.

Apimeds expects to receive a notice from NYSE American that it is not in compliance with continued listing requirements due to the late 10-K. The company anticipates being given time to submit a plan to regain compliance and is working to finalize the 10-K, targeting a filing date by April 30, 2026, though it cautions there is no assurance this deadline will be met.

Apimeds Pharmaceuticals US, Inc. filed an amended report stating that a written Stockholder Consent delivered on March 20, 2026 is null and void. That consent had purported to remove four directors, including Elona Kogan and Dr. Bennett Weintraub, and to remove Dr. Vin Menon as CEO and Erick Frim as CFO.

The company explains that the consent used 6,416,365 shares of common stock that were subject to an irrevocable proxy granted to the company under a Stockholder Support and Lock-Up Agreement related to its merger with MindWave Innovations Inc. Because the proxy holder did not authorize their use and the consent also conflicted with waiver and anti‑frustration covenants in that agreement, the company states the consent and related bylaw amendments are of no force or effect. As a result, Apimeds plans to proceed with actions described in its Schedule 14C information statement previously mailed to stockholders.

Apimeds Pharmaceuticals US, Inc. is implementing a 1-for-10 reverse stock split of its issued and outstanding common stock. Stockholders holding a majority of the voting power approved the action by written consent on December 1, 2025.

The company plans to file a charter amendment in Delaware on or about March 25, 2026, and has set 12:01 a.m. Eastern Time on March 26, 2026 as the effective time. Apimeds expects its common stock to begin trading on a split-adjusted basis on the NYSE American under the symbol APUS on March 26, 2026, with a new CUSIP of 03771D201.

Apimeds Pharmaceuticals US, Inc. filed Amendment No. 2 to its current report to add full financial statements and unaudited pro forma information for its reverse merger with MindWave Innovations Inc. MindWave is a digital-asset-focused business holding $132.3 million of digital assets at fair value as of September 30, 2025, mainly Bitcoin, Tether and its native NILA token.

MindWave reported net income of $55.9 million for the year ended March 31, 2025, driven by unrealized and realized gains on digital assets, and a net loss of $6.6 million for the six months ended September 30, 2025 as digital asset values moved the other way. The pro forma data treat MindWave as the accounting acquirer, with its prior shareholders holding 90.9% of Apimeds’ equity on an as-converted basis at closing, highlighting that the combined company is effectively MindWave’s public listing vehicle.

Apimeds Pharmaceuticals US, Inc. reported a change in its board of directors. On December 30, 2025, stockholders acting by written consent removed Erik Emerson from the company’s board, effective the same day. The action was approved by stockholders holding a majority of the outstanding common stock voting power entitled to vote in director elections, in line with the company’s organizational documents and applicable law. The filing states that other individuals remain on the board of directors, though they are not named here.

Apimeds Pharmaceuticals US, Inc. reported that on December 5, 2025, two members of its Board of Directors resigned. Director Dr. Vin Menon and Independent Director Amir A. Dossal both stepped down from their board positions.

The company stated that these resignations were not due to any disagreement regarding its operations, policies, or practices. Dr. Menon continues to serve as Chief Executive Officer, as he signed the report in that capacity. The filing focuses solely on this board-level leadership change and does not include financial results or transaction details.

Apimeds Pharmaceuticals US, Inc. filed an amended current report to correct drafting mistakes in its previously disclosed MindWave Innovations merger and related preferred stock designation. The Merger Agreement is revised to remove provisions that had incorrectly given MindWave the right to appoint directors, to set the Common Stock Cap at 0% of Apimeds common shares, and to state that Series A preferred stock issued to existing MindWave holders will represent 90.9% of Apimeds’ fully diluted equity. The company also corrects its Certificate of Designation so that 7,477,017 shares of Series A Convertible Preferred Stock are designated, instead of 7,263,865. In addition, Apimeds discloses Amendment No. 1 to a Securities Purchase Agreement covering up to $120,900,000 of senior convertible notes, clarifying variable-rate transaction restrictions, expanding investor notification rights for other funding events, and extending the deadline for the Initial Closing.

Apimeds Pharmaceuticals US, Inc. completed a reverse merger with MindWave Innovations Inc., making MindWave a wholly owned subsidiary and effecting a change in control. MindWave stockholders received a mix of Apimeds common and new non‑voting Series A preferred shares so that, on an as‑converted, fully diluted basis, they hold 61% of Apimeds’ equity (excluding certain new common) and, together with common issued at closing, control 90.9% of Apimeds’ equity capital as of closing.

Apimeds entered into an up to $120.9M senior unsecured convertible note facility with an 8% original issue discount, with $10.875M available at closing and another $2.175M upon effectiveness of a resale Form S‑1. The notes are convertible at 80% of the lowest five‑day VWAP, subject to monthly volume limits, and mature 12 months after issuance. The company also issued 7,263,865 Series A preferred shares, each automatically convertible into 20 common shares after stockholder and NYSE American approvals and a planned 1‑for‑10 reverse stock split, and granted a warrant for 712,880 common shares to E.F. Hutton.

Apimeds Pharmaceuticals US, Inc. updated the employment terms of its Chief Executive Officer, Erik Emerson. Effective November 13, 2025, the company increased the CEO’s annual base salary to $500,000. The amendment also enhances protection for the CEO if he is terminated by the company without cause, granting a severance payment equal to 24 months of base salary and benefits, along with immediate vesting of all unvested equity, subject to his signing a release of claims. If he is terminated for cause, or resigns without good reason, any unvested equity will be automatically forfeited without payment or additional consideration.

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.