Apimeds Pharmaceuticals US, Inc. 8-K

What Happened
Apimeds Pharmaceuticals US, Inc. (the Company) reported that a March 20, 2026 document sent by Inscobee Inc. and Apimeds, Inc. (Apimeds Korea) claiming to remove the Company’s board and certain officers (the “Stockholder Consent”) is invalid. The filing says the Stockholder Consent used 6,416,365 shares that are subject to an irrevocable proxy granted to the Company under a Stockholder Support and Lock‑Up Agreement tied to the December 1, 2025 Merger Agreement with MindWave Innovations Inc. The Company states those shares cannot legally be voted without its authorization, that the consent therefore lacks the required voting power under Delaware law, and that no directors or officers have been lawfully removed or replaced. The Company intends to seek relief in the Delaware Court of Chancery under 8 Del. C. § 225.

Key Details

• The alleged Stockholder Consent was sent March 20, 2026 by Inscobee Inc. and Apimeds Korea.
• 6,416,365 shares cited in the consent are claimed by the Company to be subject to an irrevocable proxy “coupled with an interest” under the Support Agreement.
• The Company references the Merger Agreement dated December 1, 2025 (MindWave became a wholly owned subsidiary) and says the consent breaches the Support Agreement.
• The Company will ask the Delaware Court of Chancery for a declaration that the consent and related bylaw amendment are void; MindWave issued a press release on March 24, 2026 supporting the Company’s position. The Company does not recognize appointments of Youngjik Cho, Minguk Ji, Junyoung Yu or other officer claims tied to the consent.

Why It Matters
This is a governance and legal dispute that creates uncertainty about who legitimately controls the board and senior management. For investors, that can affect the Company’s ability to complete the Merger-related transactions, operate normally, and communicate clear leadership and strategy. The Company has taken the position that its current board members and executives (including CEO Dr. Vin Menon and CFO Erick Frim) remain in place and that the purported actions are void; investors should watch for court filings, any official court rulings, and further company or MindWave disclosures.