Apimeds Pharmaceuticals US, Inc. 8-K

What Happened

• On April 24, 2026 Apimeds Pharmaceuticals US, MindWave (a wholly owned subsidiary), Lokahi Therapeutics, Erik Emerson, Inscobee Inc., and Apimeds Korea entered a Confidential Settlement and Mutual Release resolving disputes from the December 1, 2025 Merger Agreement. Under the Settlement Agreement, Lokahi will retain all rights to the Apitox program (including IP, regulatory and development assets and a Prevail CRO credit facility of ~$2.2M) and will transfer $4,000,000 to Apimeds US within five business days of the settlement effective date. Lokahi will also forgive prior advances to the Company, including a ~$750,000 advance made on or about February 2, 2026.
• The parties also signed a Side Letter (auditor/10-K related remedies) and Inscobee granted an irrevocable proxy to Dr. Vin Menon and Captain Sandeep Singh Yadav to vote its shares on proposals in the Company’s Information Statement. Separately, on April 30, 2026 Apimeds US entered a Forbearance Agreement with Alto Opportunity Master Fund (holder of an $11,000,000 senior convertible note) under which the investor will forbear from exercising certain defaults through June 30, 2026 (subject to conditions).

Key Details

• Working Capital Contribution: Lokahi to pay $4,000,000 to Apimeds US within five business days of the Settlement effective date.
• Assets retained by Lokahi: Apitox program, related IP/regulatory data, manufacturing info, and a Prevail CRO credit facility (~$2,200,000).
• Debt/forgiveness: Lokahi will forgive prior advances to Apimeds US, including a $750,000 advance (plus related interest/rights).
• Forbearance & deadlines: Alto’s forbearance covers an $11,000,000 convertible note through June 30, 2026 if conditions are met (e.g., filing 2025 Form 10‑K by Apr 30, 2026; file registration statement by May 10, 2026 and effective by June 30, 2026; cure NYSE deficiencies including a 1‑for‑10 reverse stock split).
• Governance: Prior stockholder consents that attempted to replace the board are void; current board remains Elona Kogan, Jakap Koo, Carol O’Donnell and Dr. Bennett Weintraub, but Inscobee agreed to secure Mr. Koo’s resignation/removal and a transition plan to three new independent directors after an interim period. Dr. Vin Menon remains CEO.

Why It Matters

• The settlement ends the merger-related litigation and dispute risk among the parties and clarifies ownership of the Apitox program (now with Lokahi), which affects who controls that drug-development asset and related liabilities.
• Apimeds US receives a $4M cash infusion and forgiveness of advances, improving short-term liquidity, but the company remains subject to tight near-term conditions (10‑K filing, registration effectiveness, NYSE compliance and board changes) required by the Forbearance Agreement.
• The forbearance is conditional and time‑limited; failure to meet the milestones (SEC filings, NYSE approval, reverse split, board appointments) could trigger defaults or unwind remedies. Investors should monitor the Company’s 10‑K filing, registration effectiveness, NYSE listing actions (including the reverse split), and confirmation that the $4M payment and governance changes occur.