SCHEDULE: Apimeds US board replaced; CEO ousted in power shift

Major holders led by Inscobee and Apimeds Inc. removed directors and executives at Apimeds Pharmaceuticals US via written consent, rejecting MindWave’s legal challenge.

Summary

• On March 20, 2026, stockholders holding at least 66 2/3% of voting power delivered a written consent removing directors Elona Kogan, Jakap Koo, Carol ODonnell, and Dr. Bennett Weintraub, effective immediately.
• The same action appointed Youngjik Cho, Minguk Ji, and Junyoung Yu as directors and reduced the Board size to three.
• Following these appointments, the Board removed Dr. Vin Menon (CEO) and Erick Frim (CFO); Youngjik Cho was appointed CEO.
• On March 24, 2026, MindWave Innovations Inc., a wholly owned subsidiary, issued an unauthorized press release challenging the actions and alleging breach of a Support and Lock-Up Agreement dated December 1, 2026, and threatened potential litigation.
• Inscobee, Apimeds Inc., and the Company dispute MindWave’s allegations, assert the written consent is valid, and cite DGCL §141(k) permitting removal of directors by majority vote.
• Inscobee beneficially owns 2,099,747 shares (16.7%) and Apimeds Inc. owns 4,316,618 shares (34.3%) of 12,575,983 shares outstanding (as of February 26, 2026).
• Concerns were previously raised about the validity of MindWave’s ownership of 1,000 bitcoin, cited as crucial consideration in the merger that made MindWave a wholly owned subsidiary.

Sentiment

Score: 4

Explanation: StockSavvy.ai views the governance consolidation as decisive but sees material legal and operational overhang from the MindWave dispute and questions around digital asset ownership tied to the merger.

Positives

• Clear majority stockholder support (at least 66 2/3% voting power) enables swift governance changes.
• New leadership installed: Board streamlined to three members; Youngjik Cho appointed CEO to stabilize management.
• Reporting persons assert actions align with DGCL §141(k), reinforcing legal basis for director removal.
• Share ownership transparency: Inscobee at 16.7% and Apimeds Inc. at 34.3% of 12,575,983 outstanding shares.

Negatives

• Governance turmoil: multiple directors and top executives removed abruptly.
• MindWave’s unauthorized company press release signals internal control and communications breakdown.
• Threat of litigation over alleged breach of Support and Lock-Up Agreement creates legal overhang.
• Unresolved questions about MindWave’s ownership of 1,000 bitcoin—a key merger consideration—raise diligence and valuation concerns.

Risks

• Potential litigation by former officers/directors over the validity of the written consent and alleged breach of the Support and Lock-Up Agreement.
• Ongoing dispute over MindWave’s ownership of 1,000 bitcoin could impact perceived merger value and trigger further disputes.
• Operational disruption risk from rapid leadership turnover and board downsizing.
• Public communications risk, given an unauthorized press release was issued on behalf of the Company.

Future Outlook

Management plans to defend the validity of the written consent, reserve rights to challenge the Support and Lock-Up Agreement, and proceed under a reconstituted three-member Board with a new CEO while addressing disputes raised by MindWave.

Management Comments

• Strong disagreement with MindWave’s allegations and assertion that the written consent remains valid and effective upon delivery.
• Position that any irrevocable proxy in the Support and Lock-Up Agreement was limited to merger-related votes and does not restrict current actions.
• Intention to vigorously defend the written consent’s validity and reserve all rights, including challenging the Support Agreement if necessary.

Industry Context

StockSavvy.ai notes that rapid board reconstitution via written consent is an established mechanism under Delaware law for majority holders, but such abrupt leadership changes and disputes over merger consideration (including crypto assets) are atypical for U.S.-listed pharma issuers and can introduce heightened legal and operational uncertainty relative to sector peers.

Comparison to Industry Standards

• Governance mechanism: The use of DGCL §141(k) and action by written consent is consistent with Delaware practice for majority-controlled issuers; however, pharma peers more commonly execute leadership transitions at scheduled meetings or via negotiated settlements, reducing litigation risk.
• Post-merger lock-ups and proxies: In de-SPAC and reverse-merger contexts, support/lock-up agreements typically constrain votes narrowly to merger approvals and transfer restrictions; extending proxies into ongoing governance post-closing is uncommon, which aligns with the reporting persons’ stated interpretation.
• Board size and independence: A three-member board is below the norm for NYSE American biopharma peers, which often maintain 5–9 directors with multiple independents; smaller boards can speed decisions but may face heightened scrutiny on governance robustness.
• Disclosure of key consideration: Questions about ownership of digital assets used as merger consideration (1,000 bitcoin) diverge from standard biopharma transactions, where consideration is typically cash, stock, or pipeline assets subject to conventional diligence and escrow mechanics.

Management Changes

Corporate Governance

Legal Proceedings

• MindWave Innovations Inc. threatened potential litigation alleging breach of the Support and Lock-Up Agreement and challenging the validity of the written consent; Inscobee, Apimeds Inc., and the Company intend to vigorously defend their actions.

Stakeholder Impact

• Shareholders: Heightened uncertainty from a control dispute and potential litigation may drive volatility.
• Employees: Leadership turnover could affect strategy and operational continuity in the near term.
• Customers/partners: Governance dispute and executive changes may create short-term execution risk.
• Creditors: Legal challenges and leadership changes may elevate perceived risk until governance stabilizes.

Next Steps

• Defend the validity of the written consent and the resulting board and officer changes if challenged in court.
• Potentially challenge the validity or scope of the Support and Lock-Up Agreement.
• Operate under the new three-member Board structure with Youngjik Cho as CEO.
• Address and resolve questions regarding MindWave’s ownership of 1,000 bitcoin referenced in the merger consideration.

Key Dates

Recommendation

Material governance changes, a threatened legal challenge, and unresolved questions around merger consideration (1,000 bitcoin) create significant uncertainty; awaiting legal clarity and a post-transition operating plan is prudent before adjusting positioning.

Keywords

Apimeds Pharmaceuticals US, Inscobee, Apimeds Inc, MindWave Innovations, NYSE American: APUS, Schedule 13D Amendment, Written Consent, DGCL 141(k), Board removal, CEO change, CFO removal, Support and Lock-Up Agreement, Bitcoin 1000, Corporate governance, Shareholder action