SCHEDULE: Apimeds Pharma Board Overhaul Amid Merger Dispute

Majority shareholders of Apimeds Pharmaceuticals US, Inc. have removed the entire board and appointed new directors following concerns over a recent merger and digital asset ownership.

Summary

• This is Amendment No. 2 to a Schedule 13D, filed by Inscobee Inc. and Apimeds Inc. (the "Reporting Persons"), updating their beneficial ownership and corporate actions.
• The Reporting Persons beneficially own 2,099,747 shares (16.7%) and 4,316,618 shares (34.3%) of Apimeds Pharmaceuticals US, Inc. common stock, respectively, based on 12,575,983 shares outstanding as of February 26, 2026.
• A group of "Majority Stockholders," including the Reporting Persons, collectively owning no less than 66.66% of the outstanding voting power, delivered a written consent on March 20, 2026.
• This consent immediately amended the company's Bylaws, removed all existing members of the Board of Directors, and appointed three new individuals (Youngjik Cho, Minguk Ji, Junyoung Yu) to serve as new Board members.
• These actions stem from unresolved concerns regarding the December 1, 2025 merger with MindWave Innovations Inc., specifically the validity of MindWave's purported ownership of certain digital assets.
• The Reporting Persons believe their shares were voted in favor of merger-related stockholder proposals despite their objections, based on existing Support & Lock-Up and Voting Agreements.
• The newly appointed Board members are expected to verify MindWave's digital asset ownership, review the Issuer's financial records post-Merger, and explore options regarding the conversion of Series A Preferred Stock (representing 90.9% of fully-diluted common stock) into Common Stock.
• The new Board has also discussed significant management changes, including the removal of the current Chief Executive Officer and Chief Financial Officer, and the appointment of their replacements.
• New business initiatives are being explored, such as pursuing strategic opportunities like joint ventures with Korean companies to expand into Korean cosmetics, photo booth platform business, and e-commerce markets.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly negative development due to the complete overhaul of the board and management, indicating severe shareholder dissatisfaction and unresolved issues regarding a major merger, which creates significant uncertainty and operational disruption.

Positives

• The new board intends to verify MindWave's digital asset ownership, potentially addressing previous concerns about the merger's underlying value.
• Plans for new business initiatives in Korean cosmetics, photo booth platforms, and e-commerce could diversify and expand the company's market reach and revenue streams.
• The swift action by majority shareholders demonstrates active oversight and a willingness to address perceived issues, which could lead to improved corporate governance in the long term.

Negatives

• The complete removal of the Board of Directors and impending executive changes indicate deep internal conflict and significant shareholder dissatisfaction with past strategic decisions, particularly the MindWave merger.
• Uncertainty surrounding the validity of MindWave's digital assets could lead to future complications, potential write-downs, or legal challenges.
• The company's reliance on Support & Lock-Up and Voting Agreements to vote shares despite shareholder objections raises serious corporate governance questions.
• Significant management and board upheaval can disrupt ongoing operations, create instability, and potentially deter future partnerships or investments.

Risks

• Potential for litigation related to the MindWave Merger and associated agreements, which could incur significant legal costs and reputational damage.
• Uncertainty regarding the conversion of Series A Preferred Stock into Common Stock and the issuance of shares to former MindWave shareholders, which could dilute existing shareholders.
• Operational disruption and potential loss of institutional knowledge due to the immediate removal of the entire Board and anticipated changes in executive management.
• Challenges in successfully integrating new business initiatives and expanding into new, potentially unfamiliar markets like Korean cosmetics and e-commerce.
• Reputational damage resulting from public disputes and significant corporate governance changes.

Future Outlook

The newly appointed Board is expected to undertake a thorough review of the MindWave merger, including verifying digital asset ownership and reviewing financial records from December 1, 2025. They will also explore options for the conversion of Series A Preferred Stock. Significant management changes are anticipated, including the appointment of a new CEO and CFO. The company plans to pursue new strategic opportunities, such as joint ventures in Korean cosmetics, photo booth platforms, and e-commerce markets, indicating a potential shift in business focus.

Management Comments

• "The provided documentation has failed to adequately address the Reporting Persons' concerns regarding the validity of the representations made re: Mindwave's ownership of certain digital assets and the consummation of the Merger."
• "The Reporting Persons believe that despite the Reporting Persons objections to the Merger-related actions, the Issuer relied upon the Support & Lock-Up Agreement and Voting Agreements to vote the Reporting Persons' shares in favor of the stockholder proposals."
• "The Reporting Persons expect the newly appointed members of the Board will take various actions including to, among other things, verify Mindwave's ownership of certain digital assets, review the financial records of the Issuer following December 1, 2025 to date, and explore the Issuer's options with respect to the conversion of the Series A Preferred Stock and issuance of any Common Stock to former shareholders of Mindwave."
• "The Reporting Persons expect that the new directors will convene one or more additional meetings of the Board in the near-term to, among other items, appoint a new Chief Financial Officer and further discuss these anticipated changes to the business of the Issuer and that the new directors will cause the Issuer to promptly make any required disclosures with respect to these actions via one or more Current Reports on Form 8-K."

Industry Context

StockSavvy.ai notes that this situation reflects a growing trend of shareholder activism, particularly when significant M&A transactions raise questions about due diligence or strategic alignment. The complete overhaul of the board and management, coupled with a pivot towards Korean cosmetics, photo booth platforms, and e-commerce, suggests a strategic re-evaluation, potentially moving away from or diversifying beyond the original pharmaceutical focus. This could be a response to market pressures, a perceived lack of value in existing assets, or an attempt to capitalize on new growth opportunities in different sectors.

Management Changes

Corporate Governance

Legal Proceedings

• The Reporting Persons reserve the right to seek additional extraordinary corporate action, including but not limited to, commencement of litigation with respect to, including, but not limited to, actions related to the Merger and related agreements.

Stakeholder Impact

• Shareholders: Significant impact due to a complete overhaul of the Board and management, potential strategic shifts, and ongoing uncertainty regarding the MindWave merger. Majority shareholders have asserted strong control over the company's direction.
• Employees: Potential impact from changes in CEO and CFO, and new business initiatives, which could lead to restructuring or shifts in company culture and priorities.
• Customers/Suppliers: Potential impact from new business initiatives and strategic direction changes, particularly if the company diversifies significantly into new markets.
• Creditors: Potential impact from strategic shifts, any financial implications of the MindWave merger review, and the overall stability of the company during a period of significant change.

Next Steps

• The newly appointed Board members will verify MindWave's ownership of certain digital assets.
• The new Board will review the Issuer's financial records from December 1, 2025, to date.
• The new Board will explore the Issuer's options with respect to the conversion of Series A Preferred Stock and issuance of any Common Stock to former shareholders of MindWave.
• The new Board will convene additional meetings to appoint a new Chief Financial Officer and further discuss anticipated changes to the business.
• The Issuer is expected to promptly make any required disclosures regarding these actions via one or more Current Reports on Form 8-K.
• The Reporting Persons reserve the right to seek additional extraordinary corporate action, including litigation related to the Merger and related agreements.

Key Dates

Recommendation

The complete overhaul of the board and impending executive changes, driven by significant shareholder dissatisfaction over a recent merger and concerns about asset validity, signals deep instability and operational disruption. This level of internal conflict and uncertainty typically leads to significant downward pressure on share price and makes the company a high-risk investment until the new leadership stabilizes operations and clarifies strategic direction.

Keywords

Apimeds Pharmaceuticals, Inscobee, Apimeds Inc., MindWave Innovations, Schedule 13D, corporate governance, board removal, CEO change, CFO change, merger dispute, digital assets, shareholder activism, Korean cosmetics, e-commerce, NYSE listing rules