Apimeds Pharmaceuticals US, Inc.
1894525
Mar 25, 2026, 11:00 AM
0001213900-26-033832
Items (2)
Item 8.01 Other Events. Business Expansion On March 20, 2026, the Board approved the expansion of the Company’s business into new business initiatives and operations, including pursuing strategic opportunities such as joint ventures with other Korean companies to expand the current business of the Company into Korean cosmetics, photo booth platform business and e-commerce markets (the “ Business Expansion”). In connection therewith, the Boad approved the Company’s entry into non-binding memoranda of understanding with each of Assemble Corporation (“ Assemble”), Hilluck Co. Ltd. (“ Hilluck”) and LK Ventures Co., Ltd. (“ LK Ventures”) related to three separate joint ventures for the future expansion of the Company’s lines of business. The Company, in partnership with Assemble and Hilluck, intends to enter into separate joint ventures for the expansion and distribution of Korean cosmetics in the North American market. The Company, in partnership with LK Ventures, intends to enter into a joint venture regarding the transfer of North American business rights to, and co-investment for, the K-culture experiential photo booth platform “ Life4Cuts”, with the objective of converting offline traffic into online traffic and developing direct-to-consumer e-commerce operations. These memoranda of understanding are subject to the entry into definitive agreements. Mr. Ji is an independent director of LK Ventures. Reverse Stock Split On March 16, 2026, the Company announced its intention to file an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter Amendment”) on or about March 25, 2026 to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio of one-for-ten (1-for-10) (the “ Reverse Stock Split”) to be effective on or about March 26, 2026. At this time, the Company has determined to delay the previously announced filing of the Charter Amendment and the Board will continue to evaluate the advisability and timing for the Reverse Stock Split. MindWave Press Release In addition, on March 24, 2026, MindWave issued a press release (the “ MindWave Press Release”) on behalf of the Company, without the prior authorization or knowledge of the newly appointed Board or the officers of the Company, among other things, challenging the actions taken by Apimeds Korea and Inscobee in the Written Consent and alleging that such actions constitute a breach of Inscobee and Apimeds Korea’s obligations pursuant to that certain Support and Lock-Up Agreement, dated as of December 1, 2026 (the “ Support Agreement’) and threatening potential litigation against Inscobee, Apimeds Korea and the Company to challenge the validity of the Written Consent. Inscobee, Apimeds Korea and the Company strongly disagree with the allegations in the MindWave Press Release and believe that the Written Consent does not violate the Support Agreement and remains validly delivered and the actions taken therein effective as of the date of delivery to the Company. Inscobee, Apimeds Korea and the Company intend to vigorously defend the validity of the Written Consent should the former officers and directors of the Company pursue litigation. 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. These forward-looking statements include, but are not limited to, statements regarding the Business Expansion, the former directors and officers’ potential challenge to the validity of the Written Consent, potential litigation related to the Written Consent, the Company’s operations, strategies and plans, integration of businesses and governance changes. 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. These include the risk that the Business Expansion may not be successful and the benefits of the Business Expansion may not be fully realized or may take longer to realize than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Business Expansion; failure to maintain required listing approvals or satisfy NYSE American continued listing standards; inability to consummate planned financings on acceptable terms or within expected timeframes; the risk the Business Expansion could distract management from ongoing business operations or cause the Company to incur substantial costs; the risk that the Company may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Company’s control, including those detailed in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10- Q, Current Reports on Form 8-K, and such other documents of the Company filed, or to be filed, with the SEC that are or will be available on the Company’s website at www. apimedsus. com and on the website of the SEC at www. sec. gov. All forward-looking statements are based on assumptions that the Company believe 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 does not undertakes any 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 hereof.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Second Amendment to Bylaws dated March 20, 2026. ──────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the inline XBRL document) SIGNATURE