Apimeds Pharmaceuticals US, Inc. filings document a Delaware clinical-stage biopharmaceutical issuer with common stock registered on NYSE American under APUS and emerging growth company status. Recent 8-K and 12b-25 records cover material definitive agreements, governance and executive changes, shareholder written-consent and voting matters, preferred stock and convertible-note conversion disclosures, and capital-structure matters.
The filing record also includes notices tied to delayed Form 10-K reporting and NYSE American continued-listing compliance, along with disclosures related to settlement agreements and merger-related governance matters. Periodic and event filings frame Apimeds' operating and financial results, risk factors, and clinical or regulatory disclosures for the Apitox program.
Apimeds Pharmaceuticals US, Inc. notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 because it is finalizing the quarter-end financial statements and requires additional time. The company expects to file the Form 10-Q within the five-calendar-day extension permitted under Rule 12b-25.
Inscobee Inc. and Apimeds Inc., both based in Korea, report beneficial ownership of 2,099,747 and 4,316,618 Apimeds Pharmaceuticals US common shares, representing 16.7% and 34.3% of the class, respectively, based on 12,575,983 shares outstanding as of April 30, 2026.
The investors entered a Settlement Agreement, Side Letter and Forbearance Agreement resolving merger-related disputes, litigation and alleged events of default, and setting governance, voting, standstill and transfer restrictions. They granted an irrevocable proxy to two individuals to vote their shares on specified matters until certain NYSE listing and conversion events occur or July 30, 2026. After independent PCAOB-registered firms verified approximately 1,000 bitcoin connected to the merger, the investors state their prior concerns about these digital assets have been addressed.
Apimeds Pharmaceuticals US, Inc. announced that its board of directors appointed Sungjoon ChaeMay 4, 2026, following a nomination by a stockholder. The company states there are no other arrangements or understandings that led to his selection beyond this nomination.
There are no family relationships between Mr. Chae and any of the company’s officers or directors, and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. The material terms of his compensation have not yet been determined and will be disclosed once finalized.
Mr. Chae is an architect and urban designer focused on large-scale real estate development and urban regeneration, with experience coordinating complex projects across multiple stakeholders and aligning design objectives with financial viability, regulatory requirements, and market conditions.
Apimeds Pharmaceuticals US, Inc. filed its annual report describing a transformative merger with MindWave Innovations Inc., completed on December 1, 2025. MindWave became a wholly owned subsidiary, and its former stockholders will receive Company common and preferred stock representing 90.9% of Apimeds’ fully diluted equity.
The report centers on Apitox, a bee venom–based biologic being developed for knee osteoarthritis pain and inflammation, with longer-term potential in multiple sclerosis. Extensive Korean Phase I–III data and a 3,194‑patient post‑marketing safety study support further U.S. development, including a new Phase III knee OA trial aimed at a future biologics license application.
Apimeds Pharmaceuticals US, Inc. entered a comprehensive settlement resolving disputes around its December 2025 merger. Lokahi retains the Apitox program, including a $2,200,000 CRO credit, and will pay a $4,000,000 working capital contribution while forgiving prior advances, including $750,000. The company will distribute 51% of Lokahi’s stock as directed by former CEO Erik Emerson and retain 49%. A new subsidiary, Newco, will be formed, allocated 10% of net proceeds from Apimeds’ existing investor financing and targeted for a spin-off within 12–24 months.
Inscobee granted an irrevocable proxy to support proposals in a prior information statement. A Side Letter ties potential merger unwind or other remedies to Apimeds filing its 2025 Form 10-K by April 30, 2026 or avoiding a qualified audit opinion. Separately, a Forbearance Agreement on an $11,000,000 senior convertible note runs through June 30, 2026, contingent on strict conditions, including timely SEC filings, an effective registration statement, curing NYSE listing deficiencies (with a 1-for-10 reverse stock split) and reconstituting the board. The settlement also confirms prior attempted stockholder consents were void and sets a path to transition to three new independent directors once listing issues are resolved.
Apimeds Pharmaceuticals US, Inc. received a NYSE American notice of non-compliance because it failed to timely file its Form 10-K for the year ended December 31, 2025. The exchange has given an initial cure period through October 15, 2026, to file the overdue report and any subsequent late filings.
The company expects to submit the Form 10-K by April 30, 2026, but cautions this is not assured. Apimeds’ stock will remain listed under ticker APUS with a “.LF” late-filer tag, while the April 2, 2026 trading halt stays in effect and delisting remains a potential outcome if filings are not brought current.
Apimeds Pharmaceuticals US, Inc. reports a delay in filing its Annual Report on Form 10-K for the year ended December 31, 2025. The company previously filed a Form 12b-25 but now expects it will not meet the additional fifteen-day extension period because its financial statements and audit are still being completed.
Apimeds expects to receive a notice from NYSE American that it is not in compliance with continued listing requirements due to the late 10-K. The company anticipates being given time to submit a plan to regain compliance and is working to finalize the 10-K, targeting a filing date by April 30, 2026, though it cautions there is no assurance this deadline will be met.
Apimeds Pharmaceuticals US, Inc. states that a written Stockholder Consent dated March 20, 2026, which purported to remove several directors and officers, is null and void because it violated binding provisions of the Stockholder Support and Lock-Up Agreement tied to the Merger closed on December 1, 2025. The Company says 6,416,365 shares used in the consent were subject to an irrevocable proxy coupled with an interest and therefore could not be used without the proxy holder's authorization; the Company plans to proceed with actions described in its Schedule 14C information statement.
Apimeds Pharmaceuticals US, Inc. filed an amended report stating that a written Stockholder Consent delivered on March 20, 2026 is null and void. That consent had purported to remove four directors, including Elona Kogan and Dr. Bennett Weintraub, and to remove Dr. Vin Menon as CEO and Erick Frim as CFO.
The company explains that the consent used 6,416,365 shares of common stock that were subject to an irrevocable proxy granted to the company under a Stockholder Support and Lock-Up Agreement related to its merger with MindWave Innovations Inc. Because the proxy holder did not authorize their use and the consent also conflicted with waiver and anti‑frustration covenants in that agreement, the company states the consent and related bylaw amendments are of no force or effect. As a result, Apimeds plans to proceed with actions described in its Schedule 14C information statement previously mailed to stockholders.
Apimeds Pharmaceuticals US, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on time and expects to file within the fifteen‑day grace period provided by Rule 12b-25.
The Company says it needs additional time to complete its year-end financial statements and for its independent auditor to finish the review and audit.