{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-119893","form_type":"8-K/A","ticker":"APUS","cik":"0001894525","company_name":"Apimeds Pharmaceuticals US, Inc.","filed_at":"2025-12-10T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.006299+00:00","generated_at":"2026-05-16T13:41:01.188292+00:00","sec_items":["1.01","3.03","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Apimeds corrects Merger Agreement errors: Preferred Stock issuance rises to 90.9% of equity","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-119893","json":"https://secwatch.observer/filing/0001213900-25-119893.json","markdown":"https://secwatch.observer/filing/0001213900-25-119893.md","text":"https://secwatch.observer/filing/0001213900-25-119893.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025119893/0001213900-25-119893-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025119893/ea0268649-8ka1_apimeds.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:41:01.188292+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":"de8a738ca8392c73ce879d828a2ebd9bdcbe63b4","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025119893/0001213900-25-119893-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-12-01"}],"fact_type":"governance_change"},{"claim_id":"39b62d27446d2089dd00c590d8a07edff5edf308","claim":"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).","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025119893/0001213900-25-119893-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Institutional Investor"},{"label":"Value","value":"Amendment to existing $120,900,000 senior convertible note agreement with 8% original issue discount"},{"label":"Effective","value":"2025-12-08"}],"fact_type":"material_agreement"},{"claim_id":"9690c60e3d5d802ba8ff4700c1cc40564c912d1a","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1894525/000121390025119893/0001213900-25-119893-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"MindWave Innovations Inc."},{"label":"Value","value":"Correction of scrivener's errors related to Sections 2.05(b), 2.05(d), and 3.01(b); no other materia"},{"label":"Effective","value":"2025-12-01"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}