Apimeds Amends Bylaws, Reports Officer Changes on March 20, 2026

TL;DR

**Apimeds just changed its bylaws and leadership, signaling potential strategic shifts.**

AI Summary

Apimeds Pharmaceuticals US, Inc. filed an 8-K on March 25, 2026, reporting significant corporate governance changes effective March 20, 2026. The filing includes amendments to its bylaws (Item 5.03) and details regarding departures or appointments of officers/directors and their compensation (Item 5.02). This matters to investors because changes in bylaws can impact shareholder rights and corporate control, while executive changes can signal shifts in strategy or performance, potentially affecting the stock's future direction.

Why It Matters

Changes to a company's bylaws can alter shareholder influence and corporate governance, while executive appointments or departures often precede strategic shifts that impact future performance.

Risk Assessment

Risk Level: medium — Changes in bylaws and executive leadership introduce uncertainty regarding future company direction and stability, warranting a medium risk assessment.

Analyst Insight

A smart investor would closely review the full text of the 'SECOND AMENDMENT TO BYLAWS DATED MARCH 20, 2026' (EX-3.1) and any subsequent filings to understand the specific implications of the governance and leadership changes on shareholder rights and future company strategy.

Key Players & Entities

• Apimeds Pharmaceuticals US, Inc. (company) — the filer of the 8-K
• 0001894525 (company) — CIK of Apimeds Pharmaceuticals US, Inc.
• 2026-03-20 (date) — Period of Report and effective date of bylaw amendment
• 2026-03-25 (date) — Filing Date and Accepted Date of the 8-K

Forward-Looking Statements

• Apimeds Pharmaceuticals US, Inc. will announce specific details of officer changes and bylaw amendments. (Apimeds Pharmaceuticals US, Inc.) — medium confidence, target: 2026-06-25
• The changes in bylaws will impact shareholder voting rights or board composition. (Apimeds Pharmaceuticals US, Inc.) — low confidence, target: 2026-09-25

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share APUS NYSE American LLC

Filing Documents

• ea0283355-8k_apimeds.htm (8-K) — 44KB
• ea028335501ex3-1.htm (EX-3.1) — 4KB
• 0001213900-26-033832.txt ( ) — 221KB
• apus-20260320.xsd (EX-101.SCH) — 3KB
• apus-20260320_lab.xml (EX-101.LAB) — 33KB
• apus-20260320_pre.xml (EX-101.PRE) — 22KB
• ea0283355-8k_apimeds_htm.xml (XML) — 3KB

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 20, 2026, Apimeds, Inc. ("Apimeds Korea") and Inscobee Inc. ("Inscobee") together with other stockholders of Apimeds Pharmaceuticals US, Inc. (the "Company") who beneficially own at least 66 2/3% of the voting power of the Company (the "Majority Stockholders") delivered an action by written consent of the stockholders to the Company (the "Written Consent") to remove Elona Kogan, Jakap Koo, Carol O'Donnell and Dr. Bennett Weintraub as Directors of the board of directors of the Company, effective immediately. On February 27, 2026, the Company filed a Definitive Proxy Statement on Schedule 14C (the "Definitive 14C") in connection with certain proposals related to its previously reported merger (the "Merger") with MindWave Innovations Inc. ("MindWave"), noting that such stockholder approval would become effective on March 25, 2026, twenty (20) calendar days after the date on which the Definitive 14C was first sent or mailed to the stockholders of record of the Company. As previously reported by Inscobee and Apimeds Korea in Amendment No. 1 to their Schedule 13D, they have engaged in discussions with representatives of the Company, including the Company's former executive officers the former Directors, and the management of MindWave regarding the Merger transaction, including MindWave's purported ownership of certain digital assets, including requesting that the Company provide Inscobee access to books and records of the Company to investigate potential wrongdoing by the former Directors and the Company's former executive officers in connection with the Company's entry into the Merger, the consummation of the Merger and the transactions that were contemplated and/or were effectuated thereby, as well as with respect to those certain support & lock up agreements and the voting agreements between the Compan

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Consent, the Majority Stockholders also amended the Amended and Restated Bylaws of the Company, as amended to date, to (a) allow stockholders of the Company holding a majority of the voting power of the Company the power to fill vacancies on the Board and (b) confirm that amendments to the Company's bylaws may be approved by a majority of the voting power of the Company. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. Business Expansion On March 20, 2026, the Board approved the expansion of the Company's business into new business initiatives and operations, including pursuing strategic opportunities such as joint ventures with other Korean companies to expand the current business of the Company into Korean cosmetics, photo booth platform business and e-commerce markets (the "Business Expansion"). In connection therewith, the Boad approved the Company's entry into non-binding memoranda of understanding with each of Assemble Corporation ("Assemble"), Hilluck Co. Ltd. ("Hilluck") and LK Ventures Co., Ltd. ("LK Ventures") related to three separate joint ventures for the future expansion of the Company's lines of business. The Company, in partnership with Assemble and Hilluck, intends to enter into separate joint ventures for the expansion and distribution of Korean cosmetics in the North American market. The Company, in partnership with LK Ventures, intends to enter into a joint venture regarding the transfer of North American business rights to, and co-investment for, the K-culture experiential photo booth platform "Life4Cuts", with the objective of converting offline traffic into online traffic and developing direct-to-consumer e-commerce operations. These memoranda of understanding are subject to the entry into definitive agreements. Mr. Ji is an independent director of LK Ventures. 2 Reverse Stock Split On March 16, 2026, the Company announced its intention to file an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") on or about March 25, 2026 to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio of one-for-ten (1-for-10) (the "Reverse Stock Split") to be effective on or about March 26, 2026. At this time, the Company has determined to delay the previously announced filing of the Charter Amendment and the Board will continue to evaluate the advisability

Forward-Looking Statements

Forward-Looking Statements All statements, other than statements of historical fact, included in this report that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "create," "intend," "could," "would," "may," "plan," "will," "guidance," "look," "goal," "future," "build," "focus," "continue," "strive," "allow" or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements . However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking challenge to the validity of the Written Consent, potential litigation related to the Written Consent, the Company's operations, strategies and plans, integration of businesses and governance changes. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this report. These include the risk that the Business Expansion may not be successful and the benefits of the Business Expansion may not be fully realized or may take longer to realize than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Business Expansion; failure to maintain required listing approvals or satisfy NYSE American continued listing standards; inability to consummate planned financings on acceptable terms or within expected timeframes; the risk the Business Expansion could distract management from ongoing business operations or cause the Compan

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 3.1 Second Amendment to Bylaws dated March 20, 2026. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 3 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: March 25, 2026 By: /s/ Youngjik Cho Name: Youngjik Cho Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR