Apimeds Pharmaceuticals US, Inc.
Items (4)
Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K in the sections titled “ Transaction Consideration” and “ Convertible Note Financing” is incorporated into this Item 3.02 by reference. The issuance of the Merger Consideration and the offer, sale and issuance of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure. On December 1, 2025, the Acquiror issued a press release announcing the Closing. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Acquiror specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act. Additional Information and Where to Find It
Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired The Acquiror will file the financial statements of the Company required by Item 9.01(a) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing for this Current Report on Form 8-K. (b) Pro Forma Financial Information The Acquiror will file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing for this Current Report on Form 8-K. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated December 1, 2025, by and between Apimeds Pharmaceuticals US, Inc., Apimeds Merger Sub, Inc., MindWave Innovations Inc, Lokahi Therapeutics, Inc, and Erik Emerson. 3.1 Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Delaware Secretary of State on December 1, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4.1 Form of Note 4.2 Warrant issued to E. F. Hutton & Co. LLC, dated December 1, 2025 10.1 Acquiror Support Agreement, dated December 1, 2025, by and between Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, and the stockholders party thereto 10.2* Securities Purchase Agreement, dated December 1, 2025, by and between Apimeds Pharmaceuticals US, Inc. and the investors party thereto 10.3 Form of Registration Rights 10.4 Form of Voting Agreement 99.1 Press Release, dated December 1, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document) The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. SIGNATURE