Apimeds Pharmaceuticals US, Inc.
Items (3)
Item 1.01. Entry into a Material Definitive Agreement. On April 24, 2026, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “ Company”), MindWave Innovations Inc, a Delaware corporation and a wholly owned subsidiary of the Company (“ MindWave”), and Lokahi Therapeutics, Inc., a Nevada corporation (“ Lokahi” and, together with the Company and MindWave, the “ Company Parties”), together with Erik Emerson (“ Emerson”), individually and in his capacity as Bio Business Representative under the Agreement and Plan of Merger, dated December 1, 2025 (the “ Merger Agreement”), entered into a Confidential Settlement and Mutual Release Agreement (the “ Settlement Agreement”), with Inscobee Inc., a South Korean corporation (“ Inscobee”), and Apimeds Inc., a South Korean corporation and wholly owned subsidiary of Inscobee (“ Apimeds Korea”, together with Inscobee, the “ Inscobee Parties”). Concurrently with the Settlement Agreement, the Company Parties and the Inscobee Parties also entered into a Side Letter Agreement regarding the audits of the Company for the year ended December 31, 2025 (the “ Side Letter”), which is incorporated into a forms part of the Settlement Agreement. The Settlement Agreement resolves all outstanding disputes among the parties arising from the Merger Agreement and related transactions. Retention of Apitox Program by Lokahi; Working Capital Contribution
Item 8.01. Other Events. As previously disclosed, the Company filed the Information Statement providing for the following proposals (collectively, the “Proposals”): (i) the issuance of shares of the Company’s common stock upon conversion of the Series A Convertible Preferred Stock, (ii) the issuance of shares of the Company’s common stock upon conversion of convertible notes issued pursuant to the Securities Purchase Agreement entered into by the Company and certain institutional investors on December 1, 2025, and amended on December 8, 2025, (iii) a 1-for-10 reverse stock split and a change in par value from $0.01 to $0.001, together with a corresponding amendment to the Company’s Amended and Restated Certificate of Incorporation, (iv) an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares issuable thereunder to 2,096,679, and (v) the approval and adoption of the Company’s 2025 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Confidential Settlement and Mutual Release Agreement, dated April 24, 2026, by and among Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, Erik Emerson, Lokahi Therapeutics, Inc., Inscobee Inc., and Apimeds Inc. 10.2 Side Letter Agreement, dated April 24, 2026, by and among Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, Erik Emerson, Lokahi Therapeutics, Inc., Inscobee Inc., and Apimeds Inc. 10.3 Forbearance Agreement, dated April 30, 2026, by and between Apimeds Pharmaceuticals US, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B. ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the inline XBRL document) SIGNATURE