Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On April 24, 2026, Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the "Company"), MindWave Innovations Inc, a Delaware corporation and a wholly owned subsidiary of the Company ("MindWave"), and Lokahi Therapeutics, Inc., a Nevada corporation ("Lokahi" and, together with the Company and MindWave, the "Company Parties"), together with Erik Emerson ("Emerson"), individually and in his capacity as Bio Business Representative under the Agreement and Plan of Merger, dated December 1, 2025 (the "Merger Agreement"), entered into a Confidential Settlement and Mutual Release Agreement (the "Settlement Agreement"), with Inscobee Inc., a South Korean corporation ("Inscobee"), and Apimeds Inc., a South Korean corporation and wholly owned subsidiary of Inscobee ("Apimeds Korea", together with Inscobee, the "Inscobee Parties"). Concurrently with the Settlement Agreement, the Company Parties and the Inscobee Parties also entered into a Side Letter Agreement regarding the audits of the Company for the year ended December 31, 2025 (the "Side Letter"), which is incorporated into a forms part of the Settlement Agreement.

The Settlement Agreement resolves all outstanding disputes among the parties arising from the Merger Agreement and related transactions.

Retention of Apitox Program by Lokahi; Working Capital Contribution

Pursuant to the Settlement Agreement, Lokahi will retain all rights relating to the Apitox program, including all relevant intellectual property, regulatory materials, development data, manufacturing information, the Prevail CRO credit facility (having an aggregate value of approximately Two Million Two Hundred Thousand United States Dollars ($2,200,000)), and all other associated program assets. Lokahi will transfer to the Company (or its designee) Four Million United States Dollars ($4,000,000) (the "Working Capital Contribution") no later than five business days following the effective date of the Settlement Agreement. In addition, Lokahi will forgive all amounts previously advanced by Lokahi to the Company or any of its subsidiaries, including the $750,000 advance made on or about February 2, 2026, together with any associated interest, penalties, or equity rights. Following payment of the Working Capital Contribution, the Company will distribute 51% of the common stock of Lokahi as directed by Erik Emerson, the former chief executive officer of the Company, with the Company retaining the remaining 49%.

Formation of Newco

The Settlement Agreement provides for the formation of a new subsidiary of the Company ("Newco") within seven business days following the effective date. Newco will be a wholly owned subsidiary of the Company and will operate independently from Lokahi. Ten percent (10%) of the net financing proceeds from the Company's existing investor financing arrangement will be irrevocably allocated to Newco, with ninety percent (90%) allocated to MindWave. Newco is expected to be spun off from the Company within twelve months of the effective date of the Settlement Agreement, subject to a potential twelve-month extension upon approval by the Newco board of directors.

Irrevocable Proxy

In connection with the Settlement Agreement, the Inscobee Parties granted an irrevocable proxy to Dr. Vin Menon and Captain Sandeep Singh Yadav to vote all shares of common stock held by the Inscobee Parties with respect to the proposals described in its Information Statement on Schedule 14C, originally filed with the SEC on February 27, 2026, and first mailed to the Company's stockholders on March 5, 2026 (the "Information Statement"). The proxy is coupled with an interest and shall remain irrevocable until the later of (x) 30 days following receipt of NYSE approval of the listing application, (y) completion of the Preferred Stock Conversion and Note Approval, (z) the date on which NYSE provides a final denial of the listing application, or (aa) July 30, 2026.