{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-032176","form_type":"8-K","ticker":"APUS","cik":"0001894525","company_name":"Apimeds Pharmaceuticals US, Inc.","filed_at":"2025-04-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:50.398553+00:00","generated_at":"2026-05-23T15:01:17.334243+00:00","sec_items":["5.03","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.45,"calibrated_materiality_score":0.45,"confidence":"high","headline":"Apimeds amends bylaws: reduces quorum, eliminates written consent, raises bar for director removal","bullets":["Quorum reduced from majority to 33 1/3% of outstanding shares.","Stockholders can no longer act by written consent; removal of directors is for cause only with 66 2/3% vote.","Advanced notice required for stockholder proposals and director nominations.","Board size fixed between 1 and 7 directors; Delaware forum selection clause added.","Amendments to bylaws require affirmative vote of 66 2/3% of voting power."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-032176","json":"https://secwatch.observer/filing/0001213900-25-032176.json","markdown":"https://secwatch.observer/filing/0001213900-25-032176.md","text":"https://secwatch.observer/filing/0001213900-25-032176.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025032176/0001213900-25-032176-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025032176/ea0238443-8k_apimeds.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T15:01:17.334243+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9c84454ce9568a3214a35550145d31611da9c992","claim":"Apimeds Pharmaceuticals US, Inc.: Amended bylaws to add advance notice procedures, restrict special meetings, reduce quorum to 33 1/3%, eliminate written consent, set board size range, limit director removal to cause with 66 2/3% vote, require 66 2/3% vote to amend bylaws, and add Delaware forum selection clause (effective 2025-04-11).","evidence_excerpt":"On April 11, 2025, the Board of Directors (the “Board”) of Apimeds Pharmaceuticals US, Inc. (the “Company”) amended its bylaws to, among other things: (i) establish an advanced notice procedure for stockholder proposals and director nominations to be brought before an annual or special meeting of stockholders (Section 5); (ii) limit the circumstances under which a special meeting of the stockholders can be convened (Section 6(a)); (iii) reduce the quorum requirement to transact business at a meeting of the stockholders from a majority, to 33 1/3% of the outstanding shares of stock entitled to vote (Section 8); (iv) eliminate the ability of stockholders to act by written consent (Section 13); (v) set the range of the number of directors constituting the whole Board to not less than one and not more than seven in number (Section 15); (vi) limit the removal of directors to removal for cause only, requiring the affirmative vote of at least 66 2/3% of the voting power of all outstanding sha","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025032176/0001213900-25-032176-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-04-11"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}