Apimeds Pharmaceuticals US, Inc. (APUS) filed an emergency action after Inscobee Inc. and its subsidiary Apimeds Inc. filed an amendment to their Schedule 13D and attempted to replace APUS’s board of directors on March 20, 2026, a move that APUS says violates the Stockholder Support and Lock‑Up Agreement signed on December 1, 2025.
The emergency action seeks to declare the written consent void, preserve the current board, and block any corporate actions by the alleged new directors. APUS also notified its transfer agent and NYSE American and engaged legal counsel in Seoul to pursue remedies under Korean law.
The dispute arises amid the merger with MindWave Innovations, announced on December 1, 2025, which combined APUS’s biotechnology portfolio with MindWave’s AI‑driven digital treasury capabilities. The board change was part of a broader governance shake‑up by majority stockholders, who removed four directors and appointed new ones, citing concerns over MindWave’s digital asset representations and the merger process.
The legal challenge could delay or jeopardize the integration of the two companies. If the new board prevails, APUS may shift focus toward Korean cosmetics, K‑culture photo booths, and e‑commerce ventures, while the current board intends to continue advancing its pain‑management biologic pipeline and integrating MindWave’s digital assets.
APUS’s management has stated that the actions taken by Inscobee are void and violate contractual obligations, while MindWave remains committed to completing the preferred‑stock conversion and all transactions contemplated by the merger agreement. The Delaware Court of Chancery will decide whether the written consent is enforceable.
The case underscores the governance risks associated with cross‑border mergers and the importance of clear shareholder agreements, highlighting the potential impact on shareholder rights and the company’s strategic trajectory.
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