Apimeds Pharmaceuticals US, Inc.

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. 1 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 Contrib