Apimeds Pharmaceuticals US, Inc. disclosed that a Stockholder Consent by Inscobee Inc. and Apimeds, Inc. purporting to remove all Board members and executives on March 20, 2026, is invalid due to violation of an irrevocable proxy under the Support Agreement tied to the Merger Agreement with MindWave Innovations Inc. The Company will seek Delaware Court of Chancery validation that current directors Elona Kogan, Jakap Koo, Carol O’Donnell, Dr. Bennett Weintraub and executives Dr. Vin Menon and Mr. Erick Frim remain in office.
Key takeaways
Stockholder Consent on March 20, 2026 by Inscobee Inc. (KS:006490) and Apimeds Korea claimed to remove Board members Elona Kogan, Jakap Koo, Carol O’Donnell, Dr. Bennett Weintraub and executives Dr. Vin Menon (CEO), Mr. Erick Frim (CFO)
Consent used 6,416,365 shares subject to irrevocable proxy granted to Company under December 1, 2025 Support Agreement, rendering it void under Delaware law
Company to petition Delaware Court of Chancery under 8 Del. C. § 225 for declaration of invalidity and status quo preservation
MindWave issued press release on March 24, 2026 (Exhibit 99.1) announcing breach and legal actions including Korean counsel engagement
Alleged new directors Youngjik Cho, Minguk Ji, Junyoung Yu not recognized; no changes to Board or officers occurred
Invalid Consent also voids amendment to Amended and Restated Bylaws