Inscobee Inc. and Apimeds, Inc. Reaffirms Appointment of New Board of Directors for Apimeds Pharmaceuticals US, Inc.
MWN-AI** Summary
On March 25, 2026, Inscobee Inc. and its subsidiary Apimeds, Inc. announced significant governance changes for Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS). A written consent action by stockholders, representing over 66.67% of the Company’s voting power, led to the immediate removal of four board members, including Elona Kogan and Dr. Bennett Weintraub. In their place, the stockholders appointed Youngjik Cho, Minguk Ji, and Junyoung Yu to the board and reduced the board size to three members. Following these changes, Youngjik Cho was also appointed as CEO, succeeding the ousted Vin Menon.
Tensions escalated with a press release from MindWave Innovations Inc., a wholly-owned subsidiary of Apimeds, which contested the legitimacy of the shareholder actions taken by Inscobee and Apimeds. MindWave's communication claimed these actions represented a breach of a prior Support Agreement the companies had. However, Inscobee, Apimeds, and the newly appointed board firmly rejected these allegations, asserting that the written consent for board changes was executed legally and did not violate any agreements.
The conflict traces back to prior discussions regarding a merger involving MindWave, which has generated concerns regarding the validity of its claimed ownership of significant digital assets, specifically 1,000 bitcoins. Inscobee and Apimeds maintain that their actions align with Delaware corporate law, allowing majority shareholders to remove directors without cause. They also preserve the right to challenge MindWave’s claims and defend the validity of their board appointments should litigation arise. This development points to an escalating power struggle within Apimeds Pharmaceuticals, as stakeholders react to strategic shifts within the company.
MWN-AI** Analysis
In light of the recent developments involving Inscobee Inc. and Apimeds Pharmaceuticals US, Inc., investors should approach the situation with caution while considering potential opportunities stemming from this corporate restructuring.
The decisive removal of several board members and the appointment of new leadership at Apimeds indicates a significant shift in governance strategy aimed at revitalizing the company. This could signal a renewed focus on operational efficiency and enhanced shareholder value, particularly following the tumultuous merger with MindWave Innovations. With the prior management being ousted, there is a unique opportunity for the newly appointed directors and CEO, Mr. Youngjik Cho, to implement fresh strategies that could restore confidence among investors.
However, potential investors should factor in the allegations made by MindWave Innovations regarding breaches in the Support Agreement. The possibility of litigation could pose a risk to the stability of Apimeds and adversely affect its share performance in the short-to-medium term. That said, if the newly formed board can navigate these legal challenges effectively, there may be a favorable outcome that could benefit Apimeds' valuation.
Given the uncertainty surrounding the situation, a cautious 'wait-and-see' approach is advisable for current and prospective investors. Monitoring further communications from both Apimeds and Inscobee, as well as the outcome of any potential claims made by MindWave, will be crucial. Should the new leadership provide clarity and successfully stabilize operations, there could be considerable upside potential in the long run.
In summary, while the immediate outlook is plagued with uncertainty, the potential for strategic revitalization exists. Investors should assess their risk tolerance and remain vigilant for updates before making any investment decisions regarding these entities.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Rejects Allegations of MindWave Innovations, Inc.
SEOUL, South Korea, March 25, 2026 (GLOBE NEWSWIRE) -- Inscobee Inc. (“Inscobee”) and Apimeds, Inc., (“Apimeds Korea”) today announced that on March 20, 2026, Inscobee and Apimeds Korea, together with other stockholders of Apimeds Pharmaceuticals US, Inc. (the “Company”) (NYSE American: APUS) who beneficially own at least 66 2/3% of the voting power of the Company, delivered an action by written consent of the stockholders to the Company (the “Written Consent”) to remove Elona Kogan, Jakap Koo, Carol O’Donnell and Dr. Bennett Weintraub as directors of the board of directors of the Company, effective immediately. In addition, pursuant to the Written Consent, the Majority Stockholders also appointed Mr. Youngjik Cho, Mr. Minguk Ji and Mr. Junyoung Yu to serve as Directors of the Company (the “Board”), effective immediately, to fill three of the resulting vacancies. Subsequent to their appointment, the Board took action to reduce the size of the Board to three, to remove Dr. Vin Menon and Erick Frim as chief executive officer and chief financial officer of the Company, respectively, and to appoint Mr. Cho as the new chief executive officer of the Company.
On March 24, 2026, MindWave Innovations Inc. (“MindWave”) and wholly owned subsidiary of the Company, issued a press release (the “MindWave Press Release”) on behalf of the Company, without the prior authorization or knowledge of the newly appointed Board or the officers of the Company, among other things, challenging the actions taken by Apimeds Korea and Inscobee in the Written Consent and alleging that such actions constitute a breach of Inscobee and Apimeds Korea’s obligations pursuant to that certain Support and Lock-Up Agreement, dated as of December 1, 2026 (the “Support Agreement’) and threatening potential litigation against Inscobee, Apimeds Korea and the Company to challenge the validity of the Written Consent.
Inscobee, Apimeds Korea and the Company strongly disagree with the allegations in the MindWave Press Release and believe that the Written Consent does not violate the Support Agreement and remains validly delivered and the actions taken therein effective as of the date of delivery to the Company.
As set forth in their previously filed Schedule 13D, Apimeds Korea and Inscobee previously engaged in discussions with representatives of the Company, including the Company's former executive officers and board of directors, and the management of MindWave regarding the previously reported merger pursuant to which MindWave became a wholly owned subsidiary of the Company (the “Merger”). Despite repeated requests, Apimeds Korea and Inscobee were unable to obtain satisfactory information regarding the validity of MindWave's ownership of certain digital assets, namely 1000 bitcoin, which were crucial consideration in connection with the Merger.
Inscobee and Apimeds Korea maintain that the actions authorized by the Written Consent are squarely outside the scope of any irrevocable proxy granted pursuant to the Support Agreement, which, at most, was limited to: (a) voting in support of certain stockholder proposals required in connection with the Merger; and (b) voting against any transactions which would be contradictory to the Merger. Neither Inscobee nor Apimeds has taken any action in contravention of the proxy. In addition, separate and apart from the Support Agreement, Section 141(k) of the Delaware General Corporate Law (“DGCL”) provides that directors of a company may be removed, with or without cause, by a majority of holders of the outstanding voting power of the company Neither Apimeds Korea nor Inscobee waived any right of action under Section 141(k) of the DGCL.
Inscobee, Apimeds Korea and the Company reserve all rights with respect to the contents of the MindWave Press Release, reserve the right to challenge the validity of the Support Agreement, and intend to vigorously defend the validity of the Written Consent should the former officers and directors of the Company pursue litigation.
Contacts
MEDIA CONTACTS
Email: apimeds@inscobee.com
FAQ**
What specific allegations are MindWave Innovations, Inc. making against Inscobee Inc. and Apimeds Pharmaceuticals US Inc. (APUS) regarding the validity of the Written Consent and the purported breach of the Support Agreement?
How do Inscobee and Apimeds Pharmaceuticals US Inc. (APUS) plan to refute the claims made by MindWave Innovations regarding their actions and the alleged breach of the Support Agreement in their communications with stockholders?
What impact might the ongoing dispute with MindWave Innovations, Inc. have on Apimeds Pharmaceuticals US Inc. (APUS), particularly concerning investor confidence and the future direction of the newly appointed Board?
Given the importance of the digital assets in the Merger, how is Inscobee addressing the concerns over MindWave’s claimed ownership of the 1000 bitcoin and its implications for Apimeds Pharmaceuticals US Inc. (APUS) moving forward?
**MWN-AI FAQ is based on asking OpenAI questions about Apimeds Pharmaceuticals US Inc. (NYSE: APUS).
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