Apimeds Pharmaceuticals US, Inc.
1894525
Dec 10, 2025, 02:18 PM
0001213900-25-119893
Items (3)
Item 1.01 Entry Into a Material Definitive Agreement. Merger Agreement As previously disclosed, on December 1, 2025, Apimeds Pharmaceuticals US, Inc, a Delaware corporation (the “ Acquiror”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) Apimeds Merger Sub, Inc., a Delaware corporation, (ii) MindWave Innovations Inc, a Delaware corporation (the “Company”), (iii) Lokahi Therapeutics, Inc., a Nevada corporation, and (iv) Erik Emerson, solely in his capacity as representative for the Bio Business. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement. The Acquiror subsequently determined that the Merger Agreement contained a scrivener’s error with respect to the inclusion of Sections 2.05(b) and 2.05(d), and the language in Section 3.01(b), which did not accurately reflect the agreement of the parties. Sections 2.05(b) and 2.05(d) and any cross references to such sections were incorrectly included in the Merger Agreement, since the Company did not have the right to appoint directors in connection with the Merger Agreement. Sections 2.05(b) and 2.05(d) have been removed together with all cross references to such sections. In Section 3.01(b) of the Merger Agreement, (i) the Common Stock Cap was incorrectly listed as 29.9% of the total number of shares of Acquiror Common Stock issued and outstanding as of the date of the Merger Agreement, and (ii) the Acquiror Preferred Stock issuable to the holders of Existing Company Common Stock was incorrectly listed as equal to 61% of the total issued and outstanding equity securities of the Acquiror (exclusive of the Acquiror Common Stock issued and calculated on a fully diluted basis). Section 3.01(b) of the Merger Agreement now states that (i) the Common Stock Cap is equal to 0% of the total number of shares of Acquiror Common Stock issued and outstanding as of the date of the Merger Agreement, and (ii) the Acquiror Preferred Stock issuable to holders of Existing Company Common Stock is equal to 90.9% of the total issued and outstanding equity securities of the Acquiror (calculated on a fully diluted basis). The Acquiror is filing the corrected Merger Agreement as Exhibit 2.1 to this Amendment. No other material terms of the Merger Agreement are amended or modified. Amendment to Securities Purchase Agreement As previously disclosed, on December 1, 2025, the Acquiror entered into a Securities Purchase Agreement (the “ Securities Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Acquiror agreed to issue senior convertible notes in an aggregate principal amount of up to $120,900,000 at an 8% original issue discount over a 24-month period. On December 8, 2025, the Acquiror and the Investor entered into Amendment No. 1 to the Securities Purchase Agreement (“Amendment No. 1”), under which the parties (i) clarified how long the Acquiror is prohibited from entering into a variable rate transaction, (ii) expanded the notification rights of the Investor if another funding event occurs, and (iii) extended the date for the Acquiror to complete the Initial Closing (as such term is defined in the Securities Purchase Agreement). The foregoing summary of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by this reference.
Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Amendment is hereby incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits. (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 Correction to Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Delaware Secretary of State on December 10, 2025 10.1 Amendment No. 1 to Securities Purchase Agreement dated December 8, 2025 by and between Apimeds Pharmaceuticals US, Inc. and the investors party thereto. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 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