Apimeds Pharmaceuticals Files 8-K with Multiple Material Events

TL;DR

Apimeds Pharma 8-K: Acquisition done, new debt, stock sold, execs changed. Big moves happening.

AI Summary

Apimeds Pharmaceuticals US, Inc. filed an 8-K on December 2, 2025, reporting several material events as of December 1, 2025. These include entering into a material definitive agreement, completion of an acquisition, creation of a financial obligation, unregistered sales of equity, changes in control, officer/director changes, and amendments to its articles of incorporation. The company is in the Pharmaceutical Preparations industry.

Why It Matters

This 8-K filing indicates significant corporate actions by Apimeds Pharmaceuticals, including potential acquisitions and financial obligations, which could impact its business strategy and financial standing.

Risk Assessment

Risk Level: medium — The filing details multiple significant events like acquisitions, financial obligations, and unregistered equity sales, which can introduce complexity and potential risks.

Key Players & Entities

• Apimeds Pharmaceuticals US, Inc. (company) — Filer of the 8-K report
• 0001894525 (company) — Central Index Key for Apimeds Pharmaceuticals US, Inc.
• 20251201 (date) — Conformed period of report and date of earliest event
• 20251202 (date) — Filing date and as of date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share APUS NYSE American LLC
• $0 — Acquiror's capital stock from $0.01 to $0.001, (iv) an amendment to the Apimeds P
• $14,800,000 — til the earlier of the Acquiror raising $14,800,000 for Bio Sub or six months following the
• $120,900,000 — ffering in an aggregate amount of up to $120,900,000 (a " Private Placement Offering "); (11
• $2,000,000 — ndividually or in the aggregate exceeds $2,000,000 without the prior written consent of th
• $10,875,000 — od. 5 In connection with the Closing, $10,875,000 of the principal amount of the Notes sh
• $2,175,000 — able to the Acquiror, and an additional $2,175,000 shall be funded upon the effectiveness
• $13,075,000 — tion, to purchase up to an aggregate of $13,075,000 of such additional Notes in one or more
• $2.25 million — ng such calendar month period, and (ii) $2.25 million. The Notes include customary negative

Filing Documents

• ea0267807-8k425_apimeds.htm (8-K) — 105KB
• ea026780701ex2-1_apimeds.htm (EX-2.1) — 456KB
• ea026780701ex3-1_apimeds.htm (EX-3.1) — 32KB
• ea026780701ex4-1_apimeds.htm (EX-4.1) — 248KB
• ea026780701ex4-2_apimeds.htm (EX-4.2) — 112KB
• ea026780701ex10-1_apimeds.htm (EX-10.1) — 74KB
• ea026780701ex10-2_apimeds.htm (EX-10.2) — 348KB
• ea026780701ex10-3_apimeds.htm (EX-10.3) — 168KB
• ea026780701ex10-4_apimeds.htm (EX-10.4) — 28KB
• ea026780701ex99-1_apimeds.htm (EX-99.1) — 22KB
• 0001213900-25-117173.txt ( ) — 2143KB
• apus-20251201.xsd (EX-101.SCH) — 3KB
• apus-20251201_lab.xml (EX-101.LAB) — 33KB
• apus-20251201_pre.xml (EX-101.PRE) — 22KB
• ea0267807-8k425_apimeds_htm.xml (XML) — 4KB

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement. Merger Agreement This section describes the material provisions of the Merger Agreement (as defined herein) but does not purport to describe all of the terms thereof. Apimeds Pharmaceuticals US, Inc.'s stockholders and other interested parties are urged to read such agreement in its entirety. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement. General Description of the Merger Agreement On December 1, 2025 (the " Closing Date "), Apimeds Pharmaceuticals US, Inc., a Delaware corporation (" Apimeds " or " Acquiror "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Apimeds Merger Sub, Inc., a Delaware corporation (" Merger Sub "), MindWave Innovations Inc, a Delaware corporation (the " Company "), Lokahi Therapeutics, Inc., a Nevada corporation (" Bio Sub "), and Erik Emerson, solely in his capacity as representative for the Bio Business (the " Bio Business Representative "). The transactions contemplated by the Merger Agreement are referred to herein as the " Transactions " and the closing of the Transactions is referred to herein as the " Closing ". Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, a certificate of merger (the " Certificate of Merger ") was filed with the Secretary of State of the State of Delaware (the " DE SOS ") (such time of the filing of the Certificate of Merger, the " Effective Time "), in accordance with the General Corporation Law of the State of Delaware (the " DGCL "). Pursuant to the Certificate of Merger, Merger Sub was merged with and into the Company (the " Merger "), with the Company surviving the Merger as the Surviving Corporation. As a result of the Merger, the Company became a direct wh

01. Completion

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

03. Creation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K in the section titled " Convertible Note Financing " is incorporated into this Item 2.03 by reference.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K in the sections titled " Transaction Consideration " and " Convertible Note Financing " is incorporated into this Item 3.02 by reference. The issuance of the Merger Consideration and the offer, sale and issuance of the Notes have not been registered under the Securities Act of 1933, as amended (the " Securities Act "), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. On December 1, 2025, the Acquiror issued a warrant to E.F. Hutton & Co. LLC, to purchase 712,880 shares of Acquiror Common Stock, at an exercise price of per share (the " E.F. Hutton Warrant "). The E.F. Hutton Warrant was issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. A copy of the E.F. Hutton Warrant is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the E.F. Hutton Warrant is qualified in its entirety by reference thereto.

01. Changes

Item 5.01. Changes in Control of Registrant. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference. 6

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K in the section titled " Changes to the Board of Directors and Management " is incorporated into this Item 5.02 by reference. There are no f

View Full Filing

View this 8-K filing on SEC EDGAR