Business Description

Overview On December 1, 2025, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (“ APUS ”, the “ Company ,” “ we ,” “ us ,” or “ our ”) entered into and closed an Agreement and Plan of Merger (the “ Merger Agreement ”), with Apimeds Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), MindWave Innovations Inc, a Delaware corporation (“ MindWave ”), Lokahi Therapeutics, Inc., a Nevada corporation (“ Bio Sub ”), and Erik Emerson, solely in his capacity as representative for the Bio Business (the “ Bio Business Representative ”). The transactions contemplated by the Merger Agreement are referred to herein as the “ Transactions ” and the closing of the Transactions is referred to herein as the “ Closing ”. Pursuant to the terms and conditions of the Merger Agreement, immediately prior to the Closing, a certificate of merger (the “ Certificate of Merger ”) was filed with the Secretary of State of the State of Delaware (the “ DE SOS ”) (such time of the filing of the Certificate of Merger, the “ Effective Time ”), in accordance with the DGCL. Pursuant to the Certificate of Merger, Merger Sub was merged with and into MindWave (the “ Merger ”), with MindWave surviving the Merger as the surviving corporation (the “ Surviving Corporation ”). As a result of the Merger, MindWave became a direct wholly owned subsidiary of the Company. At the Effective Time, all of the property, rights, privileges, powers and franchises of MindWave and Merger Sub vested in the Surviving Corporation and all of the debts, liabilities and duties of MindWave and Merger Sub became the debts, liabilities and duties of the Surviving Corporation. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date. At the Effective Time, (i) each share of MindWave common stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive a portion of the Merger Consideration, consisting of shares of Company Preferred Stock; and (ii) each holder of such shares shall receive, for each share of MindWave Common Stock held immediately prior to the Effective Time, a pro rata portion of the Merger Consideration, allocated as follows: (A) a number of duly authorized, validly issued, fully paid and nonassessable shares of Company Common Stock, such that the aggregate number of shares of Company Common Stock issued to all holders of MindWave Common Stock shall equal 0% of the total number of shares of Company Common Stock issued and outstanding as of the date of the Merger Agreement (the “ Common Stock Cap ”), with each holder’s allocation rounded down to the nearest whole share; and (B) a number of duly authorized, validly issued, fully paid and nonassessable shares of Company Preferred Stock, such that, immediately following the Effective Time, the holders of MindWave Common Stock collectively hold, on an as-converted to Company Common Stock basis, 90.9% of the total issued and outstanding equity securities of the Company (exclusive of the Company Common Stock issued pursuant to clause (A) and calculated on a fully diluted basis). The shares of Company Common Stock and Company Preferred Stock issued to holders of MindWave Common Stock pursuant to the Merger Agreement, on an as-converted and fully diluted basis, shall collectively represent 90.9% of the equity capital of the Company as of the Closing. For purposes of the Merger Agreement, the shares of Company Common Stock, Company Preferred Stock, and MindWave Common Stock issued pursuant to the Merger Agreement are collectively referred to as the “ Merger Consideration .” In connection with the Merger Agreement, on December 1, 2025, certain stockholders of the Company, collectively holding approximately 51% of the Company’s shares of common stock, par value $0.01 per share (the “ Common Stock ”), approved by written consent in lieu of a special meeting (the “ Written Consent ”), in accordance with Section 228 of the Delaware General Corporation Law (the “ DGCL ”) and the Company’s Amended and Restated Certificate of Incorporation, the following actions (the “ Corporate Actions ”): 1. The Preferred Stock Conversion and Issuance : the issuance of Company Common Stock upon the conversion (the “ Preferred Stock Conversion ”) of the Series A Convertible Preferred Stock, par value $0.01 per share of the Company (the “ Preferred Stock ”); 2.…