Apimeds Pharmaceuticals US Settles with Inscobee; Merger Proceeds, $100 Million PIPE Financing to Close, and Lōkahi Therapeutics to Advance Apitox Program

Key Terms

PIPE financing financial

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

reverse stock split financial

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

CRO medical

CRO stands for Contract Research Organization, a company that helps pharmaceutical and biotech firms manage and carry out clinical trials to test new medicines. For investors, CROs are important because they enable drug companies to develop new treatments more efficiently, potentially accelerating the path to market and affecting the company's growth prospects and success.

Forbearance Agreement financial

A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.

senior convertible note financial

A senior convertible note is a loan a company issues that sits near the top of its repayment order and can be exchanged for the company’s stock under set conditions. Think of it like a high-priority IOU that also includes a coupon you can choose to turn into shares instead of taking cash back. It matters to investors because it affects who gets paid first if the company struggles and can dilute existing shareholders if the notes convert into new shares.

Form 10-K regulatory

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

Rule 12b-25 regulatory

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Schedule 14C regulatory

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

Trading Expected to Resume on NYSE American on Tuesday, May 5

MATAWAN, N.J. & LA JOLLA, Calif.--(BUSINESS WIRE)-- Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS) today announced a comprehensive settlement with Inscobee Inc. and Apimeds Inc. (the “Inscobee Parties”), resolving all outstanding disputes arising from the APUS’ December 1, 2025, merger with MindWave Innovations Inc. The settlement clears the path for completion of the merger transactions, effectuation of the Company’s previously disclosed $100 million PIPE financing, and the advancement of Lōkahi Therapeutics, Inc. as an independent biopharmaceutical company focused on the Apitox program.

APUS’ common stock is expected to resume trading on the NYSE American on Tuesday, May 5, 2026, subject to NYSE approval.

Aligned governance. The Inscobee parties have confirmed that the Stockholder Support and Lock-Up Agreement and related voting agreements remain valid and binding, and that prior purported written stockholder consents to remove the Company’s directors are void. Dr. Vin Menon continues to serve as Co-Chief Executive Officer, along with Co-Chief Executive Officer Sungjoon Chae, leading the Newco subsidiary discussed below. The Inscobee parties have granted an irrevocable proxy to vote in favor of the proposals outlined in the Company’s February 27, 2026, Information Statement on Schedule 14C, including the conversion of the Series A Convertible Preferred Stock and outstanding convertible notes and the previously disclosed 1-for-10 reverse stock split.

Lōkahi to advance the Apitox program. Lōkahi, securing the rights relating to the Apitox program, including all relevant intellectual property, regulatory materials, development data, manufacturing information, and all other associated program assets, will deliver $4 million to APUS within five business days following the effective date of the settlement. APUS will also assign to Lōkahi the $2.2 million Prevail CRO credit facility to support continued development of the Apitox program. Following payment, APUS will distribute 51% of the common stock of Lōkahi as directed by Erik Emerson, the Company’s former Chief Executive Officer, with the Company retaining the remaining 49%.

Newco formation. The settlement provides for the formation of a new wholly owned subsidiary of the Company (“Newco”) within seven business days of the effective date. Ten percent of the net proceeds from APUS’ financing arrangement will be allocated to Newco, with the remaining ninety percent allocated to MindWave. Newco is expected to be spun off from the Company within twelve months.

About Apimeds Pharmaceuticals US, Inc.

Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS) is a clinical-stage biopharmaceutical company focused on developing non-opioid, biologic-based therapies for pain management. For more information, visit www.apimedsus.com.

About MindWave Innovations Inc.

MindWave Innovations Inc is a leading provider of institutional Digital Asset Treasury (DAT) solutions, specializing in compliance Bitcoin treasury infrastructure, AI-driven yield capabilities, ClimateTech impact systems, and AdTech engagement platforms. The company’s multi-vertical ecosystem is powered by its native token, $NILA, which enables governance, utility, and value flow across its blockchain-integrated operations. For more information, visit www.mindwavedao.com.

About Lōkahi Therapeutics

Lōkahi Therapeutics is focused on advancing innovative therapeutic opportunities through disciplined evaluation, strategic development, and collaborative discovery. Through initiatives like the ai² Futures Lab, Lōkahi integrates emerging talent into real-world problem-solving to help shape the future of healthcare. For more information, visit www.lokahithera.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipate”, “believe”, “expect”, “plan”, and “will” are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. These statements relate only to events as of the date on which the statements are made, and Apimeds undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by Apimeds will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the company or its business or operations. Readers are cautioned that certain important factors may affect Apimeds’ actual results and could cause such results to differ materially from any forward-looking statements that may be made in this press release. Factors that may affect Apimeds’ results include, but are not limited to, the ability of Apimeds to raise additional capital to finance its operations (whether through public or private equity offerings, debt financings, strategic collaborations or otherwise); risks relating to Apimeds’ ability to advance its product candidate and successfully complete clinical trials; risks relating to its ability to hire and retain qualified personnel; and the additional risk factors described in Apimeds’ filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on May 4, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260505841532/en/

Media Contact:
Dr. Vin Menon
ceo@mindwavedao.com

Source: Apimeds Pharmaceuticals US, Inc.