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

 

On March 20, 2026, Inscobee Inc. (KS:006490) ("Inscobee") and Apimeds, Inc. ("Apimeds Korea") sent a document claiming to be an action by written consent of the stockholders (the "Stockholder Consent") to Apimeds Pharmaceuticals US, Inc. (the "Company") which, among other things, claimed to remove all members of the board of directors of the Company (the "Board"), namely Elona Kogan, Jakap Koo, Carol O'Donnell and Dr. Bennett Weintraub, and to remove Dr. Vin Menon as Chief Executive Officer and Mr. Erick Frim as Chief Financial Officer of the Company.

 

The Stockholder Consent is null and void, having been taken in direct violation of binding contractual obligations and applicable Delaware law. As previously announced, the Company entered into that certain Agreement and Plan of Merger dated December 1, 2025 (the "Merger Agreement") by and among the Company, Apimeds Merger Sub, Inc., a wholly owned subsidiary of the Company, and MindWave Innovations Inc. ("MindWave"), under which MindWave became a wholly owned subsidiary of the Company (the "Merger"). In connection with the Merger, Apimeds Korea and Inscobee entered into a Stockholder Support and Lock-Up Agreement (the "Support Agreement") with the Company and MindWave. Under the Support Agreement, Inscobee and Apimeds Korea, among other things: (i) granted the Company an irrevocable proxy over all of their shares of common stock, which proxy was expressly described as "coupled with an interest" and not revocable under any circumstances; and (ii) waived their right to exercise consent or voting rights in a manner that would impede, disrupt, or adversely affect the consummation of the Merger or any transaction contemplated thereby.