Business Context and Reporting Period
This Form 8-K, dated April 24, 2026, reports on Apimeds Pharmaceuticals US, Inc. (APUS), a Delaware corporation. The filing details the resolution of significant corporate disputes through a Confidential Settlement and Mutual Release Agreement involving the Company, its subsidiary MindWave Innovations Inc., Lokahi Therapeutics, Inc., and Inscobee Inc. Additionally, the Company entered into a Forbearance Agreement with a major noteholder on April 30, 2026.
Key Financial Metrics and Agreements
- Working Capital Contribution: Lokahi Therapeutics will transfer $4,000,000 to the Company within five business days of the Settlement Agreement's effective date.
- Debt Forgiveness: Lokahi will forgive all previously advanced amounts, including a $750,000 advance made on or about February 2, 2026, plus associated interest and penalties.
- Asset Retention: Lokahi retains the Apitox program, including a Prevail CRO credit facility valued at approximately $2,200,000.
- Outstanding Debt: The Company holds a senior convertible note with an aggregate original principal amount of $11,000,000 held by Alto Opportunity Master Fund.
- Equity Structure: Following the capital contribution, the Company will distribute 51% of Lokahi's common stock as directed by Erik Emerson, retaining 49%.
Material Changes and Corporate Actions
- Merger Unwind Conditions: A Side Letter establishes that the Merger Agreement may be unwound or adjusted if the Company fails to file its 2025 Form 10-K by April 30, 2026, or if the audit receives a qualified opinion.
- Board Composition: Previous stockholder consents to remove directors were declared void. The board currently consists of Elona Kogan, Jakap Koo, Carol O'Donnell, and Dr. Bennett Weintraub. Mr. Koo is expected to resign or be removed, leaving an interim board of three until the 10-K is filed.
- New Subsidiary Formation: A new subsidiary ("Newco") will be formed within seven business days. It will receive 10% of net financing proceeds from existing arrangements and is expected to be spun off within 12 months.
- Legal Resolution: A lawsuit filed by Erik Emerson against the Inscobee Parties will be dismissed without prejudice within five days, converting to a dismissal with prejudice after 180 days if no breach occurs.
Guidance, Outlook, and Risks
- Forbearance Conditions: The $11,000,000 noteholder has agreed to forbear from exercising remedies until June 30, 2026, contingent on the Company meeting specific conditions, including filing the 2025 10-K by April 30, 2026, filing a registration statement by May 10, 2026, and regaining NYSE listing compliance (including a 1-for-10 reverse stock split) by June 30, 2026.
- Listing Status: The Company is currently subject to a trading halt. Proposals regarding stock conversions and equity plans are contingent upon NYSE American approval of the listing application.
- Proxy Arrangements: Inscobee Parties granted an irrevocable proxy to Dr. Vin Menon and Captain Sandeep Singh Yadav to vote their shares until July 30, 2026, or until NYSE listing approval/denial.
- Risk of Default: Failure to meet the Forbearance Conditions or the 10-K filing deadline could trigger the unwind of the Merger Agreement or the acceleration of debt remedies.
Investor Verification Checklist
- Verify the timely filing of the Form 10-K for the fiscal year ended December 31, 2025, by the April 30, 2026 deadline.
- Confirm the receipt of the $4,000,000 Working Capital Contribution from Lokahi.
- Monitor the status of the NYSE listing application and the lifting of the trading halt.
- Track the execution of the 1-for-10 reverse stock split and the effectiveness of the registration statement by June 30, 2026.
- Review the audit opinion in the upcoming 10-K to ensure it is not qualified, which would trigger merger unwind conditions.