Apimeds Pharmaceuticals Files 8-K/A Amendment

TL;DR

Apimeds filed an 8-K/A amendment on Dec 10, 2025, updating material agreements and security holder rights.

AI Summary

Apimeds Pharmaceuticals US, Inc. filed an amendment (8-K/A) on December 10, 2025, to its Form 8-K originally filed on December 1, 2025. This amendment pertains to material definitive agreements, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing does not specify dollar amounts or specific agreements but indicates changes related to the company's corporate structure and security holder rights.

Why It Matters

This amendment signals potential changes in Apimeds Pharmaceuticals' corporate structure or security holder rights, which could impact investors and the company's future operations.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and security holder rights can introduce new risks or alter existing ones for investors.

Key Numbers

• 001-42545 — SEC File Number (Identifier for Apimeds Pharmaceuticals US, Inc.)
• 85-1099700 — EIN (Employer Identification Number for Apimeds Pharmaceuticals US, Inc.)

Key Players & Entities

• Apimeds Pharmaceuticals US, Inc. (company) — Registrant
• 0001894525 (company) — Central Index Key
• December 1, 2025 (date) — Earliest event reported date
• December 10, 2025 (date) — Filing date
• 100 Matawan Rd, Suite 325, Matawan, New Jersey 07747 (address) — Principal executive office address

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share APUS NYSE American LLC
• $120,900,000 — an aggregate principal amount of up to $120,900,000 at an 8% original issue discount over a

Filing Documents

• ea0268649-8ka1_apimeds.htm (8-K/A) — 37KB
• ea026864901ex2-1_apimeds.htm (EX-2.1) — 460KB
• ea026864901ex3-1_apimeds.htm (EX-3.1) — 8KB
• ea026864901ex10-1_apimeds.htm (EX-10.1) — 22KB
• 0001213900-25-119893.txt ( ) — 800KB
• apus-20251201.xsd (EX-101.SCH) — 3KB
• apus-20251201_lab.xml (EX-101.LAB) — 33KB
• apus-20251201_pre.xml (EX-101.PRE) — 22KB
• ea0268649-8ka1_apimeds_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Merger Agreement As previously disclosed, on December 1, 2025, Apimeds Pharmaceuticals US, Inc, a Delaware corporation (the " Acquiror "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with (i) Apimeds Merger Sub, Inc., a Delaware corporation, (ii) MindWave Innovations Inc, a Delaware corporation (the " Company "), (iii) Lokahi Therapeutics, Inc., a Nevada corporation, and (iv) Erik Emerson, solely in his capacity as representative for the Bio Business. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement. The Acquiror subsequently determined that the Merger Agreement contained a scrivener's error with respect to the inclusion of Sections 2.05(b) and 2.05(d), and the language in Section 3.01(b), which did not accurately reflect the agreement of the parties. Sections 2.05(b) and 2.05(d) and any cross references to such sections were incorrectly included in the Merger Agreement, since the Company did not have the right to appoint directors in connection with the Merger Agreement. Sections 2.05(b) and 2.05(d) have been removed together with all cross references to such sections. In Section 3.01(b) of the Merger Agreement, (i) the Common Stock Cap was incorrectly listed as 29.9% of the total number of shares of Acquiror Common Stock issued and outstanding as of the date of the Merger Agreement, and (ii) the Acquiror Preferred Stock issuable to the holders of Existing Company Common Stock was incorrectly listed as equal to 61% of the total issued and outstanding equity securities of the Acquiror (exclusive of the Acquiror Common Stock issued and calculated on a fully diluted basis). Section 3.01(b) of the Merger Agreement now states that (i) the Common Stock Cap is equal to 0% of the total number of shares of Acquiror Common Stock issued and outstanding as of the date of the Merger Agreement, and (ii) the Acquiror Preferred Stock issuabl

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Amendment is hereby incorporated by reference into this Item 3.03.

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Company also determined that the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 1, 2025, in connection with the Merger Agreement contained a scrivener's error regarding the number of shares of Acquiror Preferred Stock designated as "Series A Convertible Preferred Stock." The Certificate of Designation previously stated that there were 7,263,865 shares of Acquiror Preferred Stock designated as "Series A Convertible Preferred Stock". The correct number of shares of Acquiror Preferred Stock designated as "Series A Convertible Preferred Stock" is 7,477,017. A corrected Certificate of Designation has been filed with the Secretary of State of the State of Delaware and is also being filed as Exhibit 3.1 to this Amendment. 3

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated December 1, 2025, by and between Apimeds Pharmaceuticals US, Inc., Apimeds Merger Sub, Inc., MindWave Innovations Inc, Lokahi Therapeutics, Inc, and Erik Emerson 3.1 Certificate of Correction to Certificate of Designation of Series A Convertible Preferred Stock, as filed with the Delaware Secretary of State on December 10, 2025 10.1 Amendment No. 1 to Securities Purchase Agreement dated December 8, 2025 by and between Apimeds Pharmaceuticals US, Inc. and the investors party thereto. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Apimeds Pharmaceuticals US, Inc. Date: December 10, 2025 By: /s/ Vin Menon Name: Dr. Vin Menon Title: Chief Executive Officer 5

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View this 8-K/A filing on SEC EDGAR