Apimeds Pharmaceuticals US Announces Board Restructuring via Settlement Amendment

What Happened

• On September 10, 2026, Apimeds Pharmaceuticals US, Inc. (APUS) and several related parties executed a First Amendment to a Confidential Settlement and Mutual Release Agreement (the “Amendment”), and the company reported the amendment on Form 8-K filed September 11, 2026.
• The Amendment changes Section 10(a) of the April 24, 2026 Settlement Agreement to redesign the company’s board composition. During the interim period between the Settlement Agreement’s effective date and the “Preferred Stock Conversion,” the board will be made up of four specified directors — Elona Kogan, Carol O’Donnell, Dr. Bennett Weintraub, and Sungjoon Chae — who cannot be removed during that interim without written consent of Dr. Vin Menon and the Inscobee Parties.
• After that interim period (i.e., following the Preferred Stock Conversion), the board will expand to seven members: four independent directors nominated by MindWave Innovations Inc., two directors nominated by Dr. Vin Menon (one of whom will be Menon), and Sungjoon Chae.

Key Details

• Amendment date: September 10, 2026; 8-K filed: September 11, 2026.
• Interim board: 4 directors — Elona Kogan, Carol O’Donnell, Dr. Bennett Weintraub, Sungjoon Chae — removable only with written consent of Dr. Vin Menon and the Inscobee Parties.
• Post-interim board: 7 directors — 4 nominated by MindWave (a wholly owned subsidiary of APUS), 2 nominated by Menon (including Menon), plus Sungjoon Chae.
• The Amendment modifies the Settlement Agreement dated April 24, 2026; full text of the Amendment is filed as Exhibit 10.1 to the 8-K.

Why It Matters

• This is a governance change that clarifies who will control board nominations during an interim period and after a key trigger event (Preferred Stock Conversion). Board composition affects strategic decisions, oversight, and corporate direction — all material to investors.
• The arrangement gives MindWave the right to nominate a majority of directors after conversion, while Menon and the Inscobee Parties hold protections during the interim period. Investors should watch for the Preferred Stock Conversion event and subsequent director appointments, which could signal shifts in control or strategy.
• For full terms and any additional obligations, investors should review the Amendment (Exhibit 10.1) filed with the 8-K and monitor future filings for appointed directors and related governance disclosures.