---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-051125"
form_type: "8-K"
ticker: "APUS"
cik: "0001894525"
company_name: "Apimeds Pharmaceuticals US, Inc."
filed_at: "2026-05-04T23:59:59+00:00"
generated_at: "2026-05-15T00:03:44.349826+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Apimeds settles merger dispute; Lokahi provides $4M working capital; board to transition

## Summary
- Settlement resolves all disputes from Dec 2025 Merger Agreement; Lokahi retains Apitox program assets valued at ~$2.2M.
- Lokahi provides $4M working capital to Company and forgives $750k advance; 51% of Lokahi stock to be distributed to Emerson.
- Newco formed as wholly owned subsidiary, to be spun off within 12 months; 10% of net financing proceeds allocated to Newco.
- Board changes: Stockholder Consents voided; Koo to resign; interim board of three; then three new independent directors appointed by Inscobee.
- Forbearance Agreement with Alto Opportunity Master Fund extends forbearance on $11M note defaults through June 30, 2026, subject to conditions.

## SEC filing metadata
- accession: 0001213900-26-051125
- form_type: 8-K
- ticker: APUS
- cik: 0001894525
- company_name: Apimeds Pharmaceuticals US, Inc.
- filed_at: 2026-05-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1894525/000121390026051125/0001213900-26-051125-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1894525/000121390026051125/ea0288393-8k_apimeds.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-051125
- JSON: https://secwatch.observer/filing/0001213900-26-051125.json
- Plain text: https://secwatch.observer/filing/0001213900-26-051125.txt

## Key facts
- Executive change
  Jakap Koo departed as Director at Apimeds Pharmaceuticals US, Inc..
  - Action: resignation
  - Role: Director
  source text: Under the Settlement Agreement, the Inscobee Parties have agreed to secure the resignation or removal of Mr. Koo.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1894525/000121390026051125/0001213900-26-051125-index.htm
- Material Agreements
  Apimeds Pharmaceuticals US, Inc. entered into Confidential Settlement and Mutual Release Agreement with Inscobee Inc. and Apimeds Inc. (the Inscobee Parties) (effective 2026-04-24).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Inscobee Inc. and Apimeds Inc. (the Inscobee Parties)
  - Effective: 2026-04-24
  source text: On April 24, 2026, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “ Company ”), MindWave Innovations Inc, a Delaware corporation and a wholly owned subsidiary of the Company (“ MindWave ”), and Lokahi Therapeutics, Inc., a Nevada corporation (“ Lokahi ” and, together with the Company and MindWave, the “ Company Parties ”), together with Erik Emerson (“ Emerson ”), individually and in his capacity as Bio Business Representative under the Agreement and Plan of Merger, dated December 1, 2025 (the “ Merger Agreement ”), entered into a Confidential Settlement and Mutual Release Agreement (the “ Settlement Agreement ”), with Inscobee Inc., a South Korean corporation (“ Inscobee ”), and Apimeds Inc., a South Korean corporation and wholly owned subsidiary of Inscobee (“ Apimeds Korea ”, together with Inscobee, the “ Inscobee Parties ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1894525/000121390026051125/0001213900-26-051125-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.