Form 8-K

8-K — Apimeds Pharmaceuticals US, Inc.

Accession: 0001213900-26-099002

Filed: 2026-09-11

Period: 2026-09-10

CIK: 0001894525

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0305245-8k_apimeds.htm (Primary)

EX-10.1 — FIRST AMENDMENT TO CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT, DATED SEPTEMBER 10, 2026. (ea030524501ex10-1.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):

September 10, 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 1.01 Entry into a Material Definitive Agreement.

On September 10, 2026, Apimeds Pharmaceuticals

US, Inc., a Delaware corporation (the “Company”), MindWave Innovations Inc, a Delaware corporation and a wholly owned

subsidiary of the Company, Erik Emerson, Lokahi Therapeutics, Inc., a Nevada corporation, FreeT Inc., a company organized under the laws

of the Republic of Korea (f/k/a Inscobee Inc.) (“FreeT”), and Apimeds Inc., a South Korean corporation and wholly owned

subsidiary of FreeT (together with FreeT, the “Inscobee Parties”), entered into the First Amendment to Confidential

Settlement and Mutual Release Agreement (the “Amendment”), which amends the Confidential Settlement and Mutual Release

Agreement, dated April 24, 2026 (the “Settlement Agreement”), among the Company, MindWave Innovations Inc, Lokahi Therapeutics,

Inc., Erik Emerson, Inscobee Inc. (n/k/a FreeT Inc.), and Apimeds Inc.

The Amendment amends Section 10(a) of the Settlement

Agreement to restructure the composition of the Company’s board of directors (the “Board”). During the interim

period between the effective date of the Settlement Agreement and the Preferred Stock Conversion (as defined in the Settlement Agreement),

the Board shall consist solely of Elona Kogan, Carol O’Donnell, Dr. Bennett Weintraub, and Sungjoon Chae, none of whom may be removed

without the written consent of Dr. Vin Menon (“Menon”) and the Inscobee Parties. Following such interim period, the

Board shall consist of seven members: four independent directors nominated by MindWave, two directors nominated by Menon (one of whom

shall be Menon), and Sungjoon Chae.

The foregoing description of the Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as

Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election

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

On September 10, 2026, pursuant to the Settlement

Agreement, as amended by the Amendment (each as defined in Item 1.01 above), the Board appointed Sungjoon Chae to serve as a member of

the Board, effective as of such date.

Sungjoon Chae was appointed

to the Board pursuant to a nomination by the Inscobee Parties under the Settlement Agreement, as amended by the Amendment. Other than

the foregoing, there are no arrangements or understandings between Sungjoon Chae and any other persons pursuant to which he was selected

as a director of the Company.

There are no family relationships

between Sungjoon Chae and any of the Company’s officers and directors.

There are no related

party transactions between the Company and Sungjoon Chae that would require disclosure under Item 404(a) of Regulation S-K.

The material terms of

Sungjoon Chae’s compensation arrangements as a director have not yet been determined as of the date of this Current Report on Form

8-K and will be disclosed once finalized. Mr. Chae has served as Co-Chief Executive Officer of the Company since May 4, 2026.

Biographical information

for Sungjoon Chae is set forth below:

Sungjoon Chae has served as Co-Chief

Executive Officer of the Company since May 2026. Mr. Chae is an architect and urban designer specializing in large-scale real

estate development and urban regeneration. He holds degrees from the Illinois Institute of Technology and Harvard University and

has extensive experience in planning and delivering complex projects across South Korea and the United States.

Mr. Chae’s work focuses on the integration

of planning, and strategy. He has been involved in projects requiring coordination across multiple stakeholders, including developers,

investors, and public agencies, and has contributed to projects from early-stage planning and feasibility through development and execution.

Mr. Chae brings a practical, implementation-oriented

approach to development, aligning design intent with financial viability, regulatory frameworks, and market conditions. His experience

spans high-density environments and complex redevelopment contexts, where he has led multidisciplinary teams and delivered solutions that

balance quality, operational performance, and long-term asset value.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

First Amendment to Confidential Settlement and Mutual Release Agreement, dated September 10, 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 11, 2026

By:

/s/

Dr. Vin Menon

Name:

Dr. Vin Menon

Title:

Co-Chief Executive Officer

EX-10.1 — FIRST AMENDMENT TO CONFIDENTIAL SETTLEMENT AND MUTUAL RELEASE AGREEMENT, DATED SEPTEMBER 10, 2026.

EX-10.1

Filename: ea030524501ex10-1.htm · Sequence: 2

Exhibit

10.1

FIRST

AMENDMENT TO

CONFIDENTIAL

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

This

First Amendment to Confidential Settlement and Mutual Release Agreement (this “Amendment”) between Apimeds

Pharmaceuticals US, Inc., a Delaware corporation (“Company”), MindWave Innovations Inc, a Delaware corporation

and a wholly owned subsidiary of the Company, (“MindWave”), Erik Emerson, individually and as Bio Business

Representative under the Merger Agreement referenced below (“Emerson”), Lokahi Therapeutics, Inc., a Nevada

corporation (“Lokahi,”) and FreeT Inc., a company organized under the laws of the Republic of Korea (f/k/a

Inscobee Inc.) (“FreeT”), and Apimeds Inc., a South Korean corporation and wholly owned subsidiary of FreeT

(“Apimeds Korea” together with Company, MindWave, Emerson, Lokahi, and FreeT, each a “Party”

and collectively, the “Parties”) is dated September 10, 2026 (the “Signing Date”).

BACKGROUND

A. The

Parties previously entered into that certain Confidential Settlement and Mutual Release Agreement dated April 24, 2026 (the “Original

Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Original

Agreement;

B. In

connection with Section 23(j) of the Original

Agreement, the Original Agreement may be amended by a written instrument signed by the Parties;

and

By executing this Amendment, the Parties agree as follows:

AGREEMENT

1. Amendment.

Section 10(a) of the Original Agreement is deleted in its entirety and replaced with the

following:

a. “Company

Board.

i. Interim

Period. During the period of time between the Effective Date and the Preferred Stock Conversion, the Company’s Board of Directors

shall consist solely of Elona Kogan, Carol O’Donnell, Dr. Bennett Weintraub, and Sungjoon Chae (such time period referred to as

the “Interim Period”). No members of the Company’s board of directors shall be removed without the written

consent of Menon and the Inscobee Parties until the completion of the Preferred Stock Conversion. Menon shall serve as Co-Chief Executive

Officer of the Company. At the end of the Interim Period, Elona Kogan, Carol O’Donnell, and Dr. Bennett Weintraub shall each resign

as directors of the Company.

ii. Post-Closing.

Following the Interim Period, the Board shall consist of seven (7) members. Four (4) members of the Company’s board of directors

shall be nominated by Mindwave and required to qualify as an independent director under the relevant listing rules, two (2) members of

the Company’s board shall be nominated by Menon, one of whom shall be Menon and one (1) member shall be Sungjoon Chae. The parties

will take all reasonable steps to ensure that the Company’s board complies with all requirements of the applicable listing exchange

rules. No members of the Company’s Post-Closing board of directors shall be removed without the written consent of Menon.”

2. Miscellaneous.

a. Full

Force and Effect; References to Original Agreement. Except only as expressly modified

in this Amendment, the Original Agreement remains unmodified and is in full force and effect

and binding upon the Parties in accordance with its terms. All of the representations, warranties,

covenants, terms and conditions of the Original Agreement are unaffected by this Amendment

and shall continue to be, and remain, in full force and effect in accordance with their respective

terms as if fully restated in this Amendment. This Amendment shall inure to the benefit of

and be binding upon the undersigned Parties and their respective legal representatives, successors

and assigns. All references to “this Agreement” in the Original Agreement shall

be deemed to refer to the Original Agreement, as amended by this Amendment.

b. Counterparts.

This Amendment may be executed in counterparts, each of which shall be an original for

all purposes and all of which counterparts taken together shall constitute one and the same

agreement. Signatures to this Amendment executed and/or transmitted by electronic means shall

be valid and effective to bind the Party so signing.

c. Governing

Law. This Amendment and the rights and obligations of the Parties shall be interpreted,

construed and enforced in accordance with the laws of the State of Delaware.

d. Entire

Agreement. The Original Agreement, as amended by this Amendment, contains the entire

agreement of the Parties with respect of the subject and supersedes all prior conversations,

discussions and agreements relating to the subject matter of this Amendment.

[Signatures

follow.]

Each

Party has executed this Amendment as of the Signing Date.

Apimeds Pharmaceuticals

US, Inc., a Delaware corporation

By:

/s/

Dr. Vin Menon

Name:

Dr. Vin Menon

Title:

Co-Chief Executive Officer

MindWave Innovations

Inc., a Delaware corporation

By:

/s/ Dr.

Vin Menon

Name:

Dr. Vin Menon

Title:

Chief Executive Officer

FreeT Inc.,

a South Korean corporation

By:

/s/

Kim Joong Il

Name:

Kim Joong Il

Title:

Vice President

Apimeds

Inc., a South Korean corporation

By:

/s/ Jerry

Hyukjae Lee

Name:

Jerry Hyukjae Lee

Title:

Chief Financial Officer

Lokahi Therapeutics,

Inc., a Nevada corporation

By:

/s/

Erik Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

Erik Emerson,

Individually,

By:

/s/ Erik

Emerson

Erik Emerson,

in his capacity as Bio Representative

By:

/s/ Erik

Emerson

Title:

Bio Representative

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