APUS · Apimeds Pharmaceuticals US, Inc

The 8-K/A amendment addresses a contentious stockholder action by Inscobee and Apimeds Korea, who on March 20, 2026, delivered a written consent purporting to overhaul the Company's board and executive team. This included removing four directors—Elona Kogan, Jakap Koo, Carol O’Donnell, and Dr. Bennett Weintraub—and the CEO Dr. Vin Menon and CFO Erick Frim. The Company firmly rejects these changes as null and void, citing three specific breaches of the Support Agreement signed in connection with the December 1, 2025 Merger that integrated MindWave as a wholly owned subsidiary. Key violations include the use of shares under an irrevocable proxy without Company authorization, waiver of consent rights undermining the Merger, and actions frustrating the Merger's purposes. This contractual clarity preserves leadership continuity, invalidates any related bylaw changes under Item 5.03, and enables the Company to advance its prior Schedule 14C proposals filed February 27, 2026. For investors, this reinforces governance stability post-Merger and deters similar challenges, signaling robust legal protections around strategic transactions.