Form 8-K

8-K — Apimeds Pharmaceuticals US, Inc.

Accession: 0001213900-26-034786

Filed: 2026-03-26

Period: 2026-03-20

CIK: 0001894525

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0283550-8k_apimeds.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED BY MINDWAVE INNOVATIONS INC. DATED MARCH 24, 2026 (ea028355001ex99-1.htm)

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8-K — CURRENT REPORT

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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):

March 20, 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 5.02. Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2026, Inscobee Inc. (KS:006490) (“Inscobee”)

and Apimeds, Inc. (“Apimeds Korea”) sent a document claiming to be an action by written consent of the stockholders

(the “Stockholder Consent”) to Apimeds Pharmaceuticals US, Inc. (the “Company”) which, among other

things, claimed to remove all members of the board of directors of the Company (the “Board”), namely Elona Kogan, Jakap

Koo, Carol O’Donnell and Dr. Bennett Weintraub, and to remove Dr. Vin Menon as Chief Executive Officer and Mr. Erick Frim as Chief

Financial Officer of the Company.

The Stockholder Consent

is null and void, having been taken in direct violation of binding contractual obligations and applicable Delaware law. As previously

announced, the Company entered into that certain Agreement and Plan of Merger dated December 1, 2025 (the “Merger Agreement”)

by and among the Company, Apimeds Merger Sub, Inc., a wholly owned subsidiary of the Company, and MindWave Innovations Inc. (“MindWave”),

under which MindWave became a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger,

Apimeds Korea and Inscobee entered into a Stockholder Support and Lock-Up Agreement (the “Support Agreement”) with

the Company and MindWave. Under the Support Agreement, Inscobee and Apimeds Korea, among other things: (i) granted the Company an irrevocable

proxy over all of their shares of common stock, which proxy was expressly described as “coupled with an interest” and not

revocable under any circumstances; and (ii) waived their right to exercise consent or voting rights in a manner that would impede, disrupt,

or adversely affect the consummation of the Merger or any transaction contemplated thereby.

The actions taken in

the Stockholder Consent constitute a material breach of the Support Agreement. Specifically, the Stockholder Consent utilized 6,416,365

shares of common stock that were subject to the irrevocable proxy granted to the Company under the Support Agreement. Such shares are

subject to an irrevocable proxy coupled with an interest and cannot legally be voted without the express authorization of the Company.

Any vote cast using such shares is void and without legal effect. Without the inclusion of such shares, the Stockholder Consent does not

represent a sufficient number of shares to constitute the requisite majority of the voting power of the Company under applicable Delaware

law and is therefore invalid.

The Company will take

all appropriate steps to enforce its rights under Delaware law, including petitioning the Delaware Court of Chancery under 8 Del. C. §

225, to obtain a declaration that the Stockholder Consent is void and that the existing members of the Board and executives remain in

their respective positions. The Company further cautions that any third party relying on or acting based on the purported Stockholder

Consent does so at its own risk, as such actions may be invalid and subject to reversal. The Company and MindWave remain committed to

completing all transactions contemplated by the Merger Agreement in an expeditious and lawful manner.

Therefore, the Company’s position is that

no departure of any director or officer of the Company has occurred. Dr. Vin Menon continues to serve as the Company’s Chief Executive

Officer, Mr. Erick Frim continues to serve as the Company’s Chief Financial Officer, and each of Ms. Kogan, Mr. Koo, Ms. O’Donnell,

and Dr. Weintraub continues to serve as a member of the Board. The Company does not recognize the alleged appointment of Youngjik Cho,

Minguk Ji, or Junyoung Yu as directors of the Company or any appointment of officers, including Youngjik Cho, made in connection with

the Stockholder Consent.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

Because the Stockholder Consent is invalid, the

amendment to the Amended and Restated Bylaws of the Company made in connection with the Stockholder Consent is invalid.

Item 8.01. Other Events.

MindWave Press

Release

On March 24, 2026, MindWave

issued a press release (the “MindWave Press Release”) on behalf of the Company and with the approval of the CEO of

the Company regarding, among other things, Inscobee’s and Apimeds Korea’s actions in connection with the Stockholder Consent

and the Company’s position that such actions constitute a material breach of the Support Agreement. A copy of the MindWave Press

Release is attached as Exhibit 99.1 and is incorporated by reference.

Business Expansion

The alleged replacement

members of the Board of the Company announced that they have approved expansion into new business initiatives and operations, including

memoranda of understanding with joint ventures with Assemble Corporation, Hilluck Co. Ltd., and LK Ventures Co., Ltd. without the prior

authorization or knowledge of the duly appointed Board or the officers of the Company.

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.

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 March 24, 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: March 26, 2026

By:

/s/ Dr. Vin Menon

Name:

Dr. Vin Menon

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE ISSUED BY MINDWAVE INNOVATIONS INC. DATED MARCH 24, 2026

EX-99.1

Filename: ea028355001ex99-1.htm · Sequence: 2

Exhibit 99.1

Apimeds Pharmaceuticals US Inc. Announces Material Breach of Merger

Agreement by Inscobee Inc. (KS:006490) and Apimeds Inc.; Prepares Filing Emergency Action in Delaware Court of Chancery

MATAWAN, N.J. & SEOUL, South Korea —

March 24, 2026

MindWave Innovations Inc., a Delaware corporation and wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc.

(“APUS” or the “Company”) (NYSE American: APUS), today announced that on March 20, 2026, Inscobee Inc. (KS:006490)

and its wholly owned subsidiary Apimeds Inc. (together, “Inscobee”), in concert with certain other stockholders, filed an

Amendment No. 2 to Schedule 13D with the Securities and Exchange Commission purporting to effect a hostile takeover of the Company’s

Board of Directors by written consent.

Inscobee claims to have removed all four sitting directors of APUS

and installed three hand-picked replacements without notice to the Company, without authorization from the Company as holder of an irrevocable

proxy over Inscobee’s shares, and in direct violation of the Stockholder Support and Lock-Up Agreement that Inscobee itself signed

on December 1, 2025.

The Company considers these actions void and of no legal effect.

Inscobee’s actions represent a calculated breach of the contractual

framework governing the merger between APUS and MindWave. On December 1, 2025, Inscobee entered into a Stockholder Support and Lock-Up

Agreement in which Inscobee, among other things:

● Granted APUS an irrevocable proxy over all

of their shares, a proxy expressly described as “coupled with an interest” that “may under no circumstances be revoked”;

and

● Waived their right to exercise consent or voting

rights that would impede, disrupt, or adversely affect the consummation of the merger or any contemplated transaction.

Inscobee used 6,416,365 shares--shares subject to the irrevocable proxy--to

execute the purported written consent without the Company’s authorization. Without those shares, the consent falls far short of

the majority required under Delaware law and is invalid on its face.

MindWave and APUS will file an emergency action in the Delaware Court

of Chancery pursuant to 8 Del. C. § 225 seeking a declaration that the purported written consent is void, that the existing Board

of Directors remains validly seated, and that the purported new directors hold no valid office. The filing includes a motion for a Temporary

Restraining Order to preserve the status quo and prevent the purported directors from taking any corporate action pending judicial

resolution.

Engaged legal counsel in Seoul, Korea to investigate and pursue

all available remedies against Inscobee under Korean law, including in connection with Inscobee’s conduct toward its own shareholders

and its obligations under Korean corporate governance standards.

Notified the Company’s transfer agent that the Board composition

is under active dispute and that no changes to stock records or corporate records should be made based on instructions from the purported

new directors.

Notified NYSE American of the dispute.

MindWave remains committed to completing the Preferred Stock conversion

and all transactions contemplated by the Merger Agreement in an expeditious and lawful manner. The Company will defend the interests of

all of its shareholders, including the legacy APUS shareholders whose investments Inscobee have placed at risk through this unlawful action.

The Company intends to pursue every available legal remedy, in both

the United States and Korea, to hold Inscobee accountable for the damage their actions have caused and to ensure that binding contractual

commitments are honored.

About MindWave Innovations Inc.

MindWave Innovations Inc. is a wholly owned subsidiary of Apimeds Pharmaceuticals

US, Inc. (NYSE American: APUS). Through its subsidiary Lokahi Therapeutics, Inc., the Company is focused on the development of innovative

therapeutic products.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, and actual results may differ

materially from those expressed or implied. The Company undertakes no obligation to update any forward-looking statement.

MEDIA CONTACTS

Email: ceo@mindwavedao.com

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