Apimeds settles merger disputes, discloses $11M debt default with forbearance through June 30

The Forbearance Conditions include, among other things: (i) delivery of the Settlement Agreement to the Investor; (ii) execution and delivery of Amendment No. 1 to the Existing Note; (iii) filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 with the SEC on or prior to April 30, 2026; (iv) filing of the initial registration statement with the SEC on or prior to May 10, 2026, with effectiveness on or prior to June 30, 2026; (v) curing all deficiencies and regaining compliance with the NYSE’s continued listing requirements, including obtaining NYSE approval, effecting a 1-for-10 reverse stock split, and resuming trading of the Common Stock on the principal market, in each case on or prior to June 30, 2026; and (vi) causing the members of the Company’s board of directors to be appointed in accordance with the Settlement Agreement on or prior to June 30, 2026.

Under the Side Letter, the transactions contemplated by the Merger Agreement are subject to remedies as the parties may mutually agree in writing, upon the occurrence of either of the following events: (i) the Company's failure to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 with the U.S. Securities and Exchange Commission on or before April 30, 2026; or (ii) the consolidated audit report included in such Form 10-K receiving a qualified opinion from the Company's PCAOB-registered independent auditors.

The Settlement Agreement provides for the formation of a new subsidiary of the Company (“Newco”) within seven business days following the effective date. Newco will be a wholly owned subsidiary of the Company and will operate independently from Lokahi. Ten percent (10%) of the net financing proceeds from the Company’s existing investor financing arrangement will be irrevocably allocated to Newco, with ninety percent (90%) allocated to MindWave. Newco is expected to be spun off from the Company within twelve months of the effective date of the Settlement Agreement, subject to a potential twelve-month extension upon approval by the Newco board of directors.

In connection with the Settlement Agreement, the parties have agreed that the Support Agreements and Voting Agreements previously entered into by the Inscobee Parties in connection with the Merger Agreement are valid and binding, that the Stockholder Consents are void, and that all actions taken pursuant to the Stockholder Consents, including the purported removal of directors and any actions taken by the purported replacement board, are void.

Under the Settlement Agreement, the Inscobee Parties have agreed to secure the resignation or removal of Mr. Koo. Following Mr. Koo’s resignation or removal, and during the period between the effective date of the Settlement Agreement and the filing of the Company’s Annual Report on Form 10-K (the “Interim Period”), the Company’s board will consist solely of Ms. Kogan, Ms. O’Donnell and Dr. Weintraub.

Following the Interim Period, unless the Company is advised that doing so would adversely affect the NYSE listing application, each of Ms. Kogan, Ms. O’Donnell and Dr. Weintraub will resign and the Company’s board is expected to transition to three new independent directors in accordance with NYSE rules. Such directors will be appointed by the Inscobee Parties, subject to the reasonable approval of Dr. Vin Menon if permitted by the NYSE, and may not be affiliated with, connected to, or otherwise tainted by the Inscobee Parties.

No member of the Company’s board may be removed during this period without the written consent of Dr. Vin Menon and the Inscobee Parties.

Under the Settlement Agreement, the parties have agreed that all Proposals set forth in the Information Statement shall proceed and become effective following the lifting of the current trading halt by NYSE American and approval of the Company’s listing application.

following the lifting of the current trading halt by NYSE American

The Company does not intend to effect the actions described in the Proposals, other than the reverse stock split, unless and until NYSE American has approved the Company’s listing application.

The Inscobee Parties have agreed to fully cooperate with the Company to facilitate the effectiveness of the Proposals, including providing any information, consents, or documents reasonably requested, and have agreed not to take any action, directly or indirectly, that would reasonably be expected to delay, impair, or prevent the effectiveness of the Proposals.

(i) the issuance of shares of the Company’s common stock upon conversion of the Series A Convertible Preferred Stock, (ii) the issuance of shares of the Company’s common stock upon conversion of convertible notes issued pursuant to the Securities Purchase Agreement entered into by the Company and certain institutional investors on December 1, 2025, and amended on December 8, 2025

Confidential Settlement and Mutual Release Agreement, dated April 24, 2026, by and among Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, Erik Emerson, Lokahi Therapeutics, Inc., Inscobee Inc., and Apimeds Inc.

Side Letter Agreement, dated April 24, 2026, by and among Apimeds Pharmaceuticals US, Inc., MindWave Innovations Inc, Erik Emerson, Lokahi Therapeutics, Inc., Inscobee Inc., and Apimeds Inc.

Forbearance Agreement, dated April 30, 2026, by and between Apimeds Pharmaceuticals US, Inc. and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B.