Business
Apimeds Pharmaceuticals US Inc. Announces Material Breach of Merger Agreement by Inscobee Inc. (KS:006490) and Apimeds Inc.; Prepares Filing Emergency Action in Delaware Court of Chancery
MATAWAN, N.J. & SEOUL, South Korea, March 24, 2026--MindWave Innovations Inc., a Delaware corporation and wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. ("APUS" or the "Company") (NYSE American: APUS), today announced that on March 20, 2026, Inscobee Inc. (KS:006490) and its wholly owned subsidiary Apimeds Inc. (together, "Inscobee"), in concert with certain other stockholders, filed an Amendment No. 2 to Schedule 13D with the Securities and Exchange Commission purporting to effect
About this update from Apimeds Pharmaceuticals Us, Inc.
[{"type":"text","content":"MATAWAN, N.J. & SEOUL, South Korea, March 24, 2026--(BUSINESS WIRE)--MindWave Innovations Inc., a Delaware corporation and wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. ("APUS" or the "Company") (NYSE American: APUS), today announced that on March 20, 2026, Inscobee Inc. (KS:006490) and its wholly owned subsidiary Apimeds Inc. (together, "Inscobee"), in concert with certain other stockholders, filed an Amendment No. 2 to Schedule 13D with the Securities and Exchange Commission purporting to effect a hostile takeover of the Company’s Board of Directors by written consent.","length":625,"tagName":"p"},{"type":"text","content":"Inscobee claims to have removed all four sitting directors of APUS and installed three hand-picked replacements without notice to the Company, without authorization from the Company as holder of an irrevocable proxy over Inscobee’s shares, and in direct violation of the Stockholder Support and Lock-Up Agreement that Inscobee itself signed on December 1, 2025.","length":361,"tagName":"p"},{"type":"text","content":"The Company considers these actions void and of no legal effect.","length":64,"tagName":"p"},{"type":"text","content":"Inscobee’s actions represent a calculated breach of the contractual framework governing the merger between APUS and MindWave. On December 1, 2025, Inscobee entered into a Stockholder Support and Lock-Up Agreement in which Inscobee, among other things:","length":251,"tagName":"p"},{"type":"list","items":[{"val":[{"type":"text","content":"Granted APUS an irrevocable proxy over all of their shares, a proxy expressly described as "coupled with an interest" that "may under no circumstances be revoked"; and","length":187,"tagName":"p","attribs":{}}]},{"val":[{"type":"text","content":"Waived their right to exercise consent or voting rights that would impede, disrupt, or adversely affect the consummation of the merger or any contemplated transaction.","length":167,"tagName":"p","attribs":{}}]}],"tagName":"ul","bulletedList":true,"length":354,"olType":false},{"type":"text","content":"Inscobee used 6,416,365 shares--shares subject to the irrevocable proxy--to execute the purported written consent without the Company’s authorization. Without those shares, the consent falls far short of the majority required under Delaware law ...