APUS Apimeds Pharmaceuticals US, Inc. - 8-K/A

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

As
previously disclosed in the Original Report, on March 20, 2026, Inscobee Inc. (“ Inscobee ”) and Apimeds, Inc. (“ Apimeds
Korea ”), provided the Company with an action by written consent of the majority stockholders of the Company (the “ Stockholder
Consent ”), which, among other things, purported to remove Elona Kogan, Jakap Koo, Carol O’Donnell, and Dr. Bennett Weintraub
as members of the Company’s board of directors (the “ Board Removals ”), and also purported to remove Dr. Vin
Menon and Erick Frim as Chief Executive Officer and Chief Financial Officer of the Company, respectively (the “ Officer Removals ”).

The
Stockholder Consent, including the Board Removals, the Officer Removals, and the purported appointment of replacement directors, is null
and void, having been taken in direct violation of binding contractual obligations under the Support Agreement (as defined below) and
applicable Delaware law.

As
previously announced, the Company entered into that certain Agreement and Plan of Merger, signed and closed on December 1, 2025 (the
“ Merger Agreement ”), with Apimeds Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company,
MindWave Innovations Inc., a Delaware corporation (“ MindWave ”), and other parties signatory thereto. Pursuant to the
Merger Agreement, MindWave became a wholly owned subsidiary of the Company by virtue of a merger (the “ Merger ”). In
connection with the Merger, Inscobee and Apimeds Korea each entered into a Stockholder Support and Lock-Up Agreement (the “ Support
Agreement ”) with the Company and MindWave.

The
Stockholder Consent violated at least three independent provisions of the Support Agreement:

Irrevocable
Proxy (Section 4(a)(4)) . Under the Support Agreement, Inscobee and Apimeds Korea each unconditionally and irrevocably
granted to the Company a proxy and power of attorney to vote their shares of common stock in a manner consistent with the Support Agreement.
The Support Agreement expressly provides that this irrevocable proxy is “coupled with an interest” and “may under no
circumstances be revoked.” The Stockholder Consent used 6,416,365 shares of common stock that were subject to this irrevocable
proxy. The Company, as proxy holder, did not authorize the use of these shares for the Stockholder Consent. Any vote or consent action
taken using shares subject to an irrevocable proxy without the proxy holder’s authorization is void and without legal effect.

Waiver
of Consent Rights (Section 7). Under the Support Agreement, Inscobee and Apimeds Korea each agreed to refrain from exercising
any consent right that would impede, disrupt, or adversely affect the consummation of the Merger or any other transaction contemplated
by the Merger Agreement. In addition, each expressly waived any and all individual approval or consent rights it may have under the Company’s
organizational documents or the Delaware General Corporation Law with respect to the Merger Agreement, the Merger, or any other transaction
contemplated thereby. The Stockholder Consent, which purported to remove the directors and officers responsible for implementing the
transactions contemplated by the Merger Agreement, was taken in direct violation of this waiver.

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Anti-Frustration
Covenant (Section 4(a)(2)). Under the Support Agreement, Inscobee and Apimeds Korea each agreed to vote their shares against
any action that would in any material respect impede, interfere with, delay, or frustrate the purposes of the Merger Agreement or any
ancillary document thereto. The Stockholder Consent directly contravenes this covenant.

Section
4(b) of the Support Agreement expressly provides that any action attempted to be taken in violation of the foregoing provisions “will
be null and void.” The Stockholder Consent is therefore void ab initio by the express terms of the contract to which Inscobee
and Apimeds Korea are signatories.

Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As
previously discussed in Item 5.02 of this Amendment, the Company has determined that the Stockholder Consent is invalid and of no force
or effect. Accordingly, the amendment to the Company’s Amended and Restated Bylaws purportedly effected pursuant to the Stockholder
Consent is likewise invalid and of no force or effect.

Item
8.01. Other Events.

As
a result of the Company’s determination that the actions purportedly taken by Inscobee and Apimeds Korea in the Stockholder Consent
are invalid and of no force or effect, the Company intends to proceed with effecting the actions described in its Information Statement
on Schedule 14C, originally filed with the SEC on February 27, 2026, and first mailed to the Company’s stockholders on March 5,
2026.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.

Description

104

Cover Page Interactive
Data File (embedded within the inline XBRL document)

*

The schedules to this Exhibit have
been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC
a copy of all omitted exhibits and schedules upon its request.

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