Apimeds corrects Merger Agreement errors: Preferred Stock issuance rises to 90.9% of equity

Apimeds Pharmaceuticals US, Inc.

Corrected Merger Agreement removes Sections 2.05(b)/(d) (director appointment).
Common Stock Cap corrected from 29.9% to 0% of Acquiror Common Stock outstanding.
Preferred Stock issuable to Company stockholders corrected from 61% to 90.9% of fully diluted equity.
Corrected Certificate of Designation increases Series A Preferred designated shares from 7,263,865 to 7,477,017.
Amendment to Securities Purchase Agreement extends Initial Closing date and expands investor notification rights.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Apimeds Pharmaceuticals US, Inc.: Corrected a scrivener's error in the Certificate of Designation for Series A Convertible Preferred Stock, changing the designated number of shares from 7,263,865 to 7,477,017 (effective 2025-12-01).

Change: charter amendment
Effective: 2025-12-01

Exact text from the filing

The Company also determined that the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 1, 2025, in connection with the Merger Agreement contained a scrivener’s error regarding the number of shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock.” The Certificate of Designation previously stated that there were 7,263,865 shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock”. The correct number of shares of Acquiror Preferred Stock designated as “Series A Convertible Preferred Stock” is 7,477,017.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Apimeds Pharmaceuticals US, Inc. amended Securities Purchase Agreement with Institutional Investor valued at Amendment to existing $120,900,000 senior convertible note agreement with 8% original issue discount (effective 2025-12-08).

Action: amendment
Agreement: notes offering
Counterparty: Institutional Investor
Value: Amendment to existing $120,900,000 senior convertible note agreement with 8% original issue discount
Effective: 2025-12-08

Exact text from the filing

On December 8, 2025, the Acquiror and the Investor entered into Amendment No. 1 to the Securities Purchase Agreement (“ Amendment No. 1 ”), under which the parties (i) clarified how long the Acquiror is prohibited from entering into a variable rate transaction, (ii) expanded the notification rights of the Investor if another funding event occurs, and (iii) extended the date for the Acquiror to complete the Initial Closing (as such term is defined in the Securities Purchase Agreement).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Apimeds Pharmaceuticals US, Inc. amended Agreement and Plan of Merger with MindWave Innovations Inc. valued at Correction of scrivener's errors related to Sections 2.05(b), 2.05(d), and 3.01(b); no other materia (effective 2025-12-01).

Action: amendment
Agreement: merger
Counterparty: MindWave Innovations Inc.
Value: Correction of scrivener's errors related to Sections 2.05(b), 2.05(d), and 3.01(b); no other materia
Effective: 2025-12-01

Exact text from the filing

The Acquiror is filing the corrected Merger Agreement as Exhibit 2.1 to this Amendment. No other material terms of the Merger Agreement are amended or modified.

View on SEC.gov

89 governance changes filed in the last 30 days. Browse all governance changes →

Apimeds Pharmaceuticals US, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-119893

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.