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
MWN-AI** Summary
Apimeds Pharmaceuticals US Inc. (APUS) has announced that Inscobee Inc. and its subsidiary, Apimeds Inc., have committed a material breach of their merger agreement, prompting the company to prepare for emergency legal action in the Delaware Court of Chancery. This situation arose after Inscobee filed a Schedule 13D with the SEC on March 20, 2026, claiming to have removed APUS's sitting board members and installed new directors.
APUS contends that these actions were executed without proper authorization and violate a Stockholder Support and Lock-Up Agreement signed by Inscobee on December 1, 2025. Under this agreement, Inscobee granted APUS an irrevocable proxy over its shares, which were essential for any voting or consent actions. Because Inscobee attempted to utilize these shares for a hostile takeover, APUS asserts that such actions are void and lack legal validity.
To address the situation, APUS plans to file for a temporary restraining order to maintain the current board composition and prevent any actions by the newly appointed directors until the dispute is resolved. The company is also engaging legal counsel in South Korea to investigate potential breaches of Korean corporate governance by Inscobee and to ensure adherence to obligations toward its shareholders.
Ultimately, APUS remains committed to upholding its merger plans with MindWave Innovations and is determined to safeguard the interests of all shareholders, emphasizing its readiness to pursue all available legal remedies in both the U.S. and South Korea to hold Inscobee accountable for its alleged breaches. The situation underscores the complexities involved in corporate governance and the enforcement of merger agreements.
MWN-AI** Analysis
The recent announcement from Apimeds Pharmaceuticals US Inc. (NYSE American: APUS) regarding a material breach of the merger agreement by Inscobee Inc. (KS:006490) and its subsidiary Apimeds Inc. presents both risks and opportunities for investors. The hostile actions taken by Inscobee, including the alleged removal of APUS's board directors without authorization, signify significant instability that could influence market perception.
First and foremost, investors should remain cautious. The unfolding legal battle, as APUS prepares to file an emergency action in Delaware Court, indicates that the situation is fluid and may affect share prices in the short term. Historically, uncertain legal proceedings can lead to volatility in stock performance, as traders often react swiftly to news. Therefore, potential investors may want to monitor share price movements closely and consider a wait-and-see approach until the legal issues are resolved.
However, if APUS emerges successfully from this dispute, there could be a strong buy signal. The company is committed to defending its shareholders and is taking proactive steps to uphold its merger agreement and corporate governance. If the Delaware Court recognizes the legitimacy of APUS's board and invalidates Inscobee's actions, investor confidence could rebound sharply, potentially leading to a price recovery.
Moreover, MindWave Innovations Inc., as a key subsidiary, could provide growth opportunities depending on the resolution of the merger. Should the merger completion proceed as envisioned, it may position APUS favorably within the biopharmaceutical sector, enhancing its valuation.
In conclusion, while the current environment calls for caution due to the legal uncertainties, there is potential for upside should APUS successfully navigate these challenges. Investors should stay informed and be prepared for volatility as developments unfold.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
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.
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.
The Company considers these actions void and of no legal effect.
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:
- 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
- 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.
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 and is invalid on its face.
MindWave and APUS will file an emergency action in the Delaware Court of Chancery pursuant to 8 Del. C. § 225 seeking a declaration that the purported written consent is void, that the existing Board of Directors remains validly seated, and that the purported new directors hold no valid office. The filing includes a motion for a Temporary Restraining Order to preserve the status quo and prevent the purported directors from taking any corporate action pending judicial resolution.
Engaged legal counsel in Seoul, Korea to investigate and pursue all available remedies against Inscobee under Korean law, including in connection with Inscobee’s conduct toward its own shareholders and its obligations under Korean corporate governance standards.
Notified the Company’s transfer agent that the Board composition is under active dispute and that no changes to stock records or corporate records should be made based on instructions from the purported new directors.
Notified NYSE American of the dispute.
MindWave remains committed to completing the Preferred Stock conversion and all transactions contemplated by the Merger Agreement in an expeditious and lawful manner. The Company will defend the interests of all of its shareholders, including the legacy APUS shareholders whose investments Inscobee have placed at risk through this unlawful action.
The Company intends to pursue every available legal remedy, in both the United States and Korea, to hold Inscobee accountable for the damage their actions have caused and to ensure that binding contractual commitments are honored.
About MindWave Innovations Inc.
MindWave Innovations Inc. is a wholly owned subsidiary of Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS). Through its subsidiary L?kahi Therapeutics, Inc., the Company is focused on the development of innovative therapeutic products.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied. The Company undertakes no obligation to update any forward-looking statement.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260324361971/en/
MEDIA CONTACTS
Email: ceo@mindwavedao.com
FAQ**
How does the hostile takeover attempt by Inscobee Inc. affect the overall operational strategy and future plans of MindWave Innovations Inc. and its parent company, Apimeds Pharmaceuticals US Inc. (APUS)?
What legal strategies is MindWave Innovations Inc. and Apimeds Pharmaceuticals US Inc. (APUS) considering to combat Inscobee's alleged breach of the Stockholder Support and Lock-Up Agreement?
Given the current legal dispute, how will MindWave Innovations Inc. and Apimeds Pharmaceuticals US Inc. (APUS) ensure that their shareholders' interests remain protected during this turbulent period?
In light of Inscobee's actions, what implications might this have for the merger completion between Apimeds Pharmaceuticals US Inc. (APUS) and MindWave Innovations Inc., and how does the company plan to address potential delays?
**MWN-AI FAQ is based on asking OpenAI questions about Apimeds Pharmaceuticals US Inc. (NYSE: APUS).
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