Apimeds Pharmaceuticals US Inc (APUS) News & EventsAPUSApimeds Pharmaceuticals US Inc

Apimeds Pharmaceuticals US Inc Trading Halted Due to Volatility

Apimeds Pharmaceuticals US Inc trading halted, volatility trading pause

Inscobee and Apimeds Dismiss Directors and Appoint New CEO

Inscobee and Apimeds announced that Inscobee and Apimeds Korea, together with other stockholders of Apimeds Pharmaceuticals, who beneficially own at least 66% of the voting power of the company, delivered an action by written consent of the stockholders to the company to remove Elona Kogan, Jakap Koo, Carol O'Donnell and Bennett Weintraub as directors of the board of directors of the company, effective immediately. In addition, pursuant to the written consent, the majority stockholders also appointed Youngjik Cho, Minguk Ji and Junyoung Yu to serve as directors of the company, effective immediately, to fill three of the resulting vacancies. Subsequent to their appointment, the board took action to reduce the size of the board to three, to remove Vin Menon and Erick Frim as chief executive officer and chief financial officer of the company, respectively, and to appoint Cho as the new chief executive officer of the company. The company said, "On March 24, 2026, MindWave Innovations Inc. and wholly owned subsidiary of the Company, issued a press release on behalf of the Company, without the prior authorization or knowledge of the newly appointed Board or the officers of the Company, among other things, challenging the actions taken by Apimeds Korea and Inscobee in the Written Consent and alleging that such actions constitute a breach of Inscobee and Apimeds Korea's obligations pursuant to that certain Support and Lock-Up Agreement, dated as of December 1, 2026 and threatening potential litigation against Inscobee, Apimeds Korea and the Company to challenge the validity of the Written Consent. Inscobee, Apimeds Korea and the Company strongly disagree with the allegations in the MindWave Press Release and believe that the Written Consent does not violate the Support Agreement and remains validly delivered and the actions taken therein effective as of the date of delivery to the Company. As set forth in their previously filed Schedule 13D, Apimeds Korea and Inscobee previously engaged in discussions with representatives of the Company, including the Company's former executive officers and board of directors, and the management of MindWave regarding the previously reported merger pursuant to which MindWave became a wholly owned subsidiary of the Company. Despite repeated requests, Apimeds Korea and Inscobee were unable to obtain satisfactory information regarding the validity of MindWave's ownership of certain digital assets, namely 1000 bitcoin, which were crucial consideration in connection with the Merger. Inscobee and Apimeds Korea maintain that the actions authorized by the Written Consent are squarely outside the scope of any irrevocable proxy granted pursuant to the Support Agreement, which, at most, was limited to: (a) voting in support of certain stockholder proposals required in connection with the Merger; and (b) voting against any transactions which would be contradictory to the Merger. Neither Inscobee nor Apimeds has taken any action in contravention of the proxy. In addition, separate and apart from the Support Agreement, Section 141(k) of the Delaware General Corporate Law provides that directors of a company may be removed, with or without cause, by a majority of holders of the outstanding voting power of the company Neither Apimeds Korea nor Inscobee waived any right of action under Section 141(k) of the DGCL. Inscobee, Apimeds Korea and the Company reserve all rights with respect to the contents of the MindWave Press Release, reserve the right to challenge the validity of the Support Agreement, and intend to vigorously defend the validity of the Written Consent should the former officers and directors of the Company pursue litigation."

MindWave Files Legal Action Against Inscobee

MindWave Innovations, a wholly owned subsidiary of Apimeds Pharmaceuticals US, announced that on March 20, Inscobee and its wholly owned subsidiary Apimeds, in concert with certain other stockholders, filed an Amendment No. 2 to Schedule 13D with the Securities and Exchange Commission purporting to effect a hostile takeover of the Company's Board of Directors by written consent. Inscobee claims to have removed all four sitting directors of APUS and installed three hand-picked replacements without notice to the Company, without authorization from the Company as holder of an irrevocable proxy over Inscobee's shares, and in direct violation of the Stockholder Support and Lock-Up Agreement that Inscobee itself signed on December 1, 2025. The Company considers these actions void and of no legal effect. Inscobee's actions represent a calculated breach of the contractual framework governing the merger between APUS and MindWave. On December 1, 2025, Inscobee entered into a Stockholder Support and Lock-Up Agreement in which Inscobee, among other things: Granted APUS an irrevocable proxy over all of their shares, a proxy expressly described as "coupled with an interest" that "may under no circumstances be revoked"; and Waived their right to exercise consent or voting rights that would impede, disrupt, or adversely affect the consummation of the merger or any contemplated transaction. Inscobee used 6,416,365 shares--shares subject to the irrevocable proxy--to execute the purported written consent without the Company's authorization. Without those shares, the consent falls far short of the majority required under Delaware law and is invalid on its face. MindWave and APUS will file an emergency action in the Delaware Court of Chancery pursuant to 8 Del. C. Section 225 seeking a declaration that the purported written consent is void, that the existing Board of Directors remains validly seated, and that the purported new directors hold no valid office. The filing includes a motion for a Temporary Restraining Order to preserve the status quo and prevent the purported directors from taking any corporate action pending judicial resolution. Engaged legal counsel in Seoul, Korea to investigate and pursue all available remedies against Inscobee under Korean law, including in connection with Inscobee's conduct toward its own shareholders and its obligations under Korean corporate governance standards. Notified the Company's transfer agent that the Board composition is under active dispute and that no changes to stock records or corporate records should be made based on instructions from the purported new directors. Notified NYSE American of the dispute. MindWave remains committed to completing the Preferred Stock conversion and all transactions contemplated by the Merger Agreement in an expeditious and lawful manner. The Company will defend the interests of all of its shareholders, including the legacy APUS shareholders whose investments Inscobee have placed at risk through this unlawful action. The Company intends to pursue every available legal remedy, in both the United States and Korea, to hold Inscobee accountable for the damage their actions have caused and to ensure that binding contractual commitments are honored.