Apimeds Pharmaceuticals US, Inc. 10-K

Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation as of December 31, 2025 under the supervision, and with the participation, of our management, including our Chief Executive Officer, Dr. Vin Menon (who serves as our principal executive officer), and our Chief Financial Officer, Erick Frim (who serves as our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025 in providing reasonable assurance of achieving the desired control objectives due to the material weaknesses in internal control over financial reporting described below. Management ’ s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements. Material Weakness in Internal Control Over Financial Reporting Management has identified a material weakness in the Company’s internal control over financial reporting. Due to the Company’s limited number of accounting personnel, the Company does not maintain adequate segregation of duties in certain key processes. As a result, certain individuals have responsibility for multiple aspects of transactions, including authorization, recording, and review, which increases the risk that a material misstatement of the financial statements could occur and not be prevented or detected on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s financial statements will not be prevented or detected on a timely basis. Management has concluded that this control deficiency constitutes a material weakness. Accordingly, management has determined that the Company’s internal control over financial reporting was not effective as of the date of this Annual Report. As a smaller reporting company with limited resources, the Company expects that segregation of duties will remain a challenge; however, management is implementing compensating controls, including increased management review and oversight procedures, to mitigate the risks associated with this material weakness 47 Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. We have conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with GAAP such that there is more than a remote likelihood that a material misstatement of our annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified material weaknesses in our internal control over financial reporting. Specifically, we do not have sufficiently documented procedures or control activities in place to support a reliable financial reporting process. This includes an absence of controls over the review and approval of journal entries, segregation of duties, reconciliations, and other fundamental accounting processes. Based on our assessment under the criteria described above, we have concluded that our internal control over financial reporting was not effective as of December 31, 2025. (b) Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business. Item 9B. Other Information None . Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections Not applicable. 48 PART III - OTHER INFORMATION Item 10. Directors, Executive Officers and Corporate Governance Information Regarding Directors and Executive Officers The following table sets forth information regarding the Company’s executive officers and non-employee directors. Name Age Position Dr. Vin Menon 48 Chief Executive Officer Erick Frim 68 Chief Financial Officer Christopher Kim, MD. 74 Chief Medical Officer Dr. Bennett Weintraub, PhD. 56 Director Carol O’Donnell 67 Director Elona Kogan 55 Director Dr. Vin Menon — Chief Executive Officer Dr. Vin Menon has been our Chief Executive Officer since December 2025. Dr. Menon is a veteran in the technology services industry, who can be credited with the strategic direction behind several disruptive technology companies. In the corporate world, he has held various leadership positions at multinational corporations like HP & Compaq with global responsibilities. Driven by his passion for technology and innovation, Dr. Menon has been a forerunner in technological innovation and has helped create the business ecosystem of disruptive technologies and high-growth companies. His experience has helped him in the technology space as an entrepreneur and advisor, leading several startups from inception to meteoric growth across continents. Dr. Menon’s proven track record of setting up motivated and high caliber teams in the technology and services industry, establishing development centers from scratch to scale, and building company competencies led him to being awarded ‘Entrepreneur of the Year 2012’ by Rotary-ASME, ‘Outstanding Entrepreneur Award 2011’ by APEA, the ’Spirit of Enterprise 2010’ by SOE Singapore. Dr. Menon was also selected as a ‘Leading Indian Entrepreneur of the Year 2010’ by the Singapore Indian Chamber of Commerce. From the years 2021 to 2023 he co-founded and served as Strategic Advisor to CGCX, a Fintech, decentralized finance, and digital assets platform, where he provided strategic advisory services and growth initiatives. He currently serves as Chief Executive Officer of AQUAE Impact (AQUAE Impact Exchange Co. L.L.C/AQUAE Impact), a sustainable financial and environmental assets platform that uses blockchain technology and artificial intelligence, which he co-founded and currently forms part of its executive leadership providing oversight of product and sustainability initiatives. He also currently serves as Chief Executive Officer of AQUAE Labs Pte Ltd, which is the research and development and technology arm of AQUAE Impact, where he provides product and technology leadership, measurement, reporting, and verification of environmental credits. Additionally, he currently occupies the role of Strategic Advisor of TechyTrade FZ-LLC, which is a bitcoin-backed company that operates in the digital asset and treasury innovation space. Dr. Menon is also a champion of techno-preneurship and was serving on the Board of Directors of the Spirit of Enterprise (SOE) and the Mentoring Programme under Action Community for Entrepreneurship (ACE) by SPRING Singapore. Moreover, he completed his bachelor’s degree in computer applications from India, with first-class honors. He has also completed the following programs: Advanced Management Program (AMP) at NTU-Berkeley (Haas Business School, California) and Advanced Management Program (AMP) at The Wharton School (University of Pennsylvania, USA) specialized in Finance. Dr. Menon obtained an EMBA from the Nanyang Technological University (NTU) in Singapore. Lastly, he completed his PhD, Blockchain for Impact in Healthcare from The Open International University for Complementary Medicine in collaboration with Al-Farabi Kazakh National University, Kazakhstan 2019. We believe that these experiences provide Dr. Menon with the skills necessary to lead the Company as its Chief Executive officer, including overseeing the Company’s strategy, operations, financial performance, and overall corporate governance. 49 Erick Frim — Chief Financial Officer Erick Frim has over 40 years of experience as an accountant, financial executive and consultant. Mr. Frim joined Apimeds as CFO in July of 2025. In 2019, he joined CFO Squad and as a partner in the CFO Squad, LLC Mr. Frim advised clients on technical accounting and regulatory compliance, assisting numerous companies with their initial public offerings. Prior to the CFO Squad, Mr. Frim served as a director in the public company audit practice of EisnerAmper LLP. Mr. Frim as also served as a financial executive for digital media pioneer DIVA Systems Corporation. A former CPA, he has a BS in Accounting from Ball State University. Christopher Kim, MD. — Chief Medical Officer Dr. Christopher Kim has been our Chairman and Chief Medical Officer since our inception and served as our interim Chief Executive Officer from July 2022 to September 2023. Dr. Kim is the inventor and developer of Apitox and the founder of Apimeds Korea, where he has served as a director since its inception. Mr. Kim served as the Chief Executive Officer of Apimeds Korea from May 2003 to August 2011. Prior to founding Apimeds Korea, Dr. Kim lead with the support of Guju Pharmaceuticals, clinical trials for Apitoxin in Korea, which was approved by the Korea Food and Drug Administration in 2003 for relief of pain and inflammation for patients with Osteoarthritis. In 2005, he began focusing on the clinical development of Apitox in the United States, including the first of two-Phase III clinical studies for Osteoarthritis. Prior to his time with Apimeds Korea, Dr. Kim served as the President of the International Pain Institute of New Jersey from January 1983 to May 2003, a center for chronic pain and other disabling diseases that conducted clinical research and provided treatment. He served as a professor at Biomedical Center, CHA Graduate School of Medicine in Korea from March 2005 to February 2017. Dr. Kim is a licensed physician in New Jersey, New York and Korea and a Pain Medicine Specialist (American Board). Over the past twenty years, Dr. Kim has treated thousands of chronically disabled patients with autoimmune diseases, including MS. Dr. Kim received his medical degree from the School of Medicine, CN University in Korea. We believe Dr. Kim’s extensive experience in pharmaceutical development and the biopharmaceutical industry, as well as his research and treatment of autoimmune diseases, and institutional knowledge of our product candidate, qualifies him to serve as of Chief Medical Officer. Independent Directors: Dr. Bennett Weintraub, PhD. Dr. Weintraub has served as a director since October 2024. Dr. Weintraub currently serves as the President of inThought Research (“inThought”), a healthcare business intelligence consulting firm which he founded in 2009. inThought provides business development support, competitive intelligence monitoring, medical conference coverage, and other services both to professional investors and to pharma/biotech companies. Dr. Weintraub has also served as the Chief Scientific Officer of inPhronesis since 2018. After completing his training in immunology and biochemistry, Dr. Weintraub co-founded Biotech Tracker, an online tool for investors, where he served as a financial analyst from 2000 to 2008. From 2006 to 2008, Dr. Weintraub served as an analyst at Reuters Insight, providing analysis of drug development and trends in medicine to professional investors. Dr. Weintraub served as a licensed security analyst with Variant Research from 2005 to 2006. From 1999 to 2000, Dr. Weintraub was senior scientific editor for the biology research journals Cell and Molecular Cell. Dr. Weintraub performed biochemistry and immunology research at Stanford University and at the John Curtin School of Medical Research in Canberra, Australia. He earned his doctorate in Biology from the University of California, San Diego, and a Bachelor of Science in Life Science from the Massachusetts Institute of Technology. We believe Mr. Weintraub’s extensive science background qualifies him to serve on our Board of Directors. From 1999 to 2000, Dr. Weintraub was senior scientific editor for the biology research journals Cell and Molecular Cell. Dr. Weintraub performed biochemistry and immunology research at Stanford University and at the John Curtin School of Medical Research in Canberra, Australia. He earned his doctorate in Biology from the University of California, San Diego, and a Bachelor of Science in Life Science from the Massachusetts Institute of Technology. We believe Mr. Weintraub’s extensive science background qualifies him to serve on our Board. 50 Carol O’Donnell Carol O’Donnell has served as a director since October 2024. Ms. O’Donnell is currently a Director and Member of the Audit Committee of Sono-Tek Corporation (NASDAQ: SOTK), where she has served since November 2018. Prior to that, she served as General Counsel to Boothbay Fund Management LLC, a registered investment adviser, from December 2019 through May 2021. Ms. O’Donnell joined Protégé Partners and MOV37, an industry leading firm investing in and seeding smaller and emerging hedge fund managers in April 2016 and has served as Chief Executive Officer since January 2018. Prior to joining Protégé Partners and MOV37, Ms. O’Donnell was the Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management firm from January 2013 to March 2016. She served as General Counsel and Chief Compliance Officer of each of the Permal Group and Framework Investment Group from June 2004 through February 2011 and from January 2002 to May 2004, respectively. She also served as a director of FSI Low Beta from 2012 to 2021. Ms. O’Donnell was named one of the Top 50 Women in Hedge Funds in September 2018 and is currently admitted to practice law in the State of Connecticut. We believe Ms. O’Donnell’s extensive experience in the financial industry qualifies her to serve on our Board of Directors. Elona Kogan Elona Kogan has served as a director since October 2024. Beginning in August 2024, Most recently, Ms. Kogan served as the Chief Legal Officer of Terns Pharmaceutical, Inc. (Nasdaq: TERNS), a publicly traded biopharmaceutical company, Prior to joining us, from November 2020 through August 2024, Ms. Kogan served as the General Counsel and Chief Legal Officer of Seer Inc. (Nasdaq: SEER), a publicly traded life science company. From May 2018 through August 2021, Ms. Kogan served as a director of Cardax, Inc., a biotechnology company operating in the wellness health care space. From March 2019 through August 2020, Ms. Kogan served as the General Counsel of Selecta Biosciences, Inc., a clinical-stage biotechnology company. Ms. Kogan is a graduate of Southwestern University School of Law. Ms. Kogan graduated from Columbia University, Barnard College, with a B.A. in Economics. We believe Ms. Kogan’s extensive experience as an operating executive in biopharmaceutical and life science space, in addition to her experience leading government relations, and serving as general counsel and chief legal officer of other publicly traded companies qualifies her to serve on our Board of Directors. 51 Family Relationships There are no family relationships among any of our executive officers or directors. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our executive officers or directors were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. During the year ended December 31, 2025, our officers, directors and 10% stockholders were not required to make filings pursuant to Section 16(a). Code of Business Conduct and Ethics In accordance with the information required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of Business Conduct and Ethics (the “Code”), which applies to its directors, officers (including its principal executive officer, the principal financial officer and principal accounting officer), and all other employees (collectively, the “Covered Persons” and each a “Covered Person”). The full text of the Code is available on the “Investors” section of the Company’s website. The Company intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information on its website or by filing a Current Report on Form 8-K to disclose such information. Procedures for Stockholders to Recommend Director Nominees The Company’s Amended and Restated Bylaws (the “Bylaws”) were originally adopted on May 12, 2020, amended and restated on April 11, 2025, and further amended on October 15, 2025. The Bylaws authorize the Board of Directors to designate one or more committees, each consisting of one or more directors. On February 7, 2025, the Board established the Nominating and Corporate Governance Committee and adopted a written charter for such committee. Pursuant to the Nominating and Corporate Governance Committee’s charter, the committee may, if it deems appropriate, establish procedures to be followed by stockholders in submitting recommendations for Board candidates. C ommittees of the Board of Directors Our Board of Directors established three standing committees: an audit committee, a compensation committee and the nominating and corporate governance committee. 52 Audit Committee The members of the audit committee are Carol O’Donnell (chair), Elona Kogan, and Dr. Bennett Weintraub. Upon his appointment to the Board of Directors, Amir Dossal is expected to be appointed as a member of the audit committee. Our Board of Directors has determined that each of the members of the audit committee is an “independent director” as defined by and meet the other requirements of the NYSE American listing standards and applicable SEC rules. Each member of the audit committee is financially literate. Carol O’Donnell qualifies as an “audit committee financial expert” as defined in applicable SEC rules and meets the financial sophistication requirements of the NYSE rules. In making this determination, our Board of Directors considered Ms. O’Donnell’s previous and current experience in actively supervising individuals in financial and accounting roles. The primary purpose of the audit committee is to discharge the responsibilities of the Board of Directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ● reviewing the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee The members of the compensation committee are Carol O’Donnell (chair) and Dr. Bennett Weintraub. Upon his appointment to the Board of Directors, Amir Dossal is expected to be appointed as a member of the compensation committee. Under the NYSE American listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Our Board of Directors has determined that each of the members of the compensation committee is an “independent director” as defined by and meet the other requirements of the NYSE American listing standards and applicable SEC rules. 53 Specific responsibilities of our compensation committee include: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our Board of Directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Nominating and Governance Committee The members of the nominating and corporate governance committee are Elona Kogan (chair) and Carol O’Donnell. Upon his appointment to the Board of Directors, Amir Dossal is expected to be appointed as a member of the nominating and corporate governance committee. Our Board of Directors has determined that each of the members of the nominating and corporate governance committee is an “independent director” as defined by and meet the other requirements of the NYSE American listing standards and applicable SEC rules. Specific responsibilities of our nominating and corporate governance committee include: ● identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board of Directors; ● considering and making recommendations to our Board of Directors regarding the composition and chairmanship of the committees of our Board of Directors; ● developing and making recommendations to our Board of Directors regarding corporate governance guidelines and matters; and ● overseeing periodic evaluations of the board of directors’ performance, including committees of the Board of Directors. In general, in identifying and evaluating nominees for director, the committee considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders Insider Trading Policy The Company has an insider trading policy (the “Insider Trading Policy”) which prohibits Covered Persons from buying or selling the Company’s securities while the Covered Person is aware of material nonpublic information about the Company. The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. 54 Item 11. Executive Compensation The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion. As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to “named executive officers.” Individuals we refer to as our “named executive officers” include (i) all individuals serving as our principal executive officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our principal executive officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025. The Company’s “named executive officers” consist of (i) the Company’s Chief Executive Officer, (ii) the Company’s Chief Financial Officer, and (iii) each other executive officer who served during fiscal year 2025 and whose compensation exceeded $100,000, if any. Summary Compensation Table The following table sets forth information concerning compensation earned by each of the Company’s named executive officers for the fiscal years ended December 31, 2025 and 2024: * All option awards derived using Black-Scholes Pricing Model Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Nonequity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Erik Emerson 2025 $ 250,000 — $ 699,703.49 — $ 1,275,000 (2) $ 2,224,703.49 Former Chief Executive Officer 2024 300,000 — — — — 300,000 Erick Frim 2025 $ 10,128 (1) — — — — $ 10,128 Chief Financial Officer (Advisory) 2024 — — — — — — Christopher Kim, MD 2025 $ 200,000 — $ 4,045.80 — $ 425,000 (2) $ 629,045.80 Chief Medical Officer 2024 96,000 — — — — 96,000 (1) This figure represents compensation paid for six months, reflecting that the executive’s compensation commenced during fiscal year 2025. (2) These figures represent common stock issued to executives and valued at the observable market price at closing of the grant date: May 16, 2025. Narrative to Summary Compensation Table Our executive compensation program is based on a pay for performance philosophy. Compensation for our executive officers is composed primarily of the following main components: base salary, bonus, and equity incentives in the form of stock options. Like all full-time employees, our executive officers are eligible to participate in our health and welfare benefit plans. 55 Employment Agreement with Erik Emerson The Company entered into an employment agreement with Erik Emerson on September 21, 2023 (the “ Emerson Employment Agreement ”). Pursuant to the Emerson Employment Agreement, he would serve as the Company’s Chief Executive Officer and receive a yearly salary of $300,000. Mr. Emerson’s employment continued for one year from the date of execution and shall automatically renew for successive one year periods in the event of a closing on a public offering of the company during the initial term unless either party gives 30 days’ written notice of its intent not to renew the Emerson Agreement prior to the end of the then-current term. Mr. Emerson may be terminated with or without Cause (as defined in the Emerson Agreement) upon thirty (30) days’ written notice to Mr. Emerson. On November 13, 2025, the Company entered into an amendment to the Emerson Employment Agreement, increasing Mr. Emerson’s annual base salary to $500,000. It also provided that if Mr. Emerson is terminated by the Company without cause, Mr. Emerson will be entitled to severance payment equal to twenty-four (24) months of base salary and benefits and immediate vesting of all unvested equity, subject to Mr. Emerson’s execution of a release of claims against the Company. The amendment further clarifies that, upon termination by the Company for cause or by Mr. Emerson without good reason, any unvested equity will be automatically forfeited without payment or consideration by the Company. In connection with and pursuant to the Merger Agreement, Mr. Emerson resigned from his position as Chief Executive Officer effective as of December 1, 2025. Stock Option Award to Dr. Christopher Kim On May 12, 2020 the Company granted Dr. Christopher Kim, the Company’s Chairman and Chief Medical Officer, a non-qualified stock option award to purchase 138,900 shares of the Company’s common stock at an exercise price of $11.28 per share. The option vested in three equal installments and vested fully on May 12, 2023. The options have a term of ten years from the date of grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of the option grant agreement between the Company and Dr. Kim. Outstanding Equity Awards at Fiscal-Year End 2025 There were no outstanding equity-based awards of the Company held by the named executive officer as of December 31, 2025. Policies and Practices for Granting Certain Equity Awards We do not schedule equity award grants in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates. Director Compensation Table * All option awards derived using Black-Scholes Pricing Model Name & Principal Position Year Nonemployee Compensation (Director Fees) Option Awards ($) Total Carol O’Donnell 2025 $ 16,000 $ 29,717.63 $ 45,717.63 Director Hankil Yoon 2025 $ 10,000 $ 29,717.63 $ 39,717.63 Director Elona Kogan 2025 $ 13,000 $ 29,717.63 $ 42,717.63 Director Bennett Weintraub 2025 $ 10,000 $ 29,717.63 $ 39,717.63 Director 56 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance under Share-Based Compensation Plans Equity Compensation Plan Information The following table sets forth, as of December 31, 2025, information regarding awards previously granted and outstanding, and securities authorized for future issuance, under the Company’s equity compensation plans. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants or Rights Weighted-Average Exercise Price of Outstanding Options, Warrants or Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Outstanding Options, Warrants, or Rights) Equity compensation plans approved by shareholders — — 1,000,000 Equity compensation plans not approved by shareholders - Apimeds Pharmaceuticals US, Inc. 2024 Equity Incentive Plan On September 18, 2024, we adopted an equity incentive plan for our employees, the Apimeds Pharmaceuticals US, Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). The purposes of the Equity Incentive Plan are to provide additional incentives to selected employees, directors and independent contractors of, and consultants to, the Company or its affiliates, to strengthen their commitment, motivate them to faithfully and diligently perform their responsibilities and to attract and retain competent and dedicated persons who are essential to the success of our business and whose efforts will impact our long-term growth and profitability. On December 1, 2025, in connection with the Merger, the Company’s stockholders approved an amendment to the 2024 Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2024 Plan from 1,538,462 shares to 2,096,679 shares (the “2024 Plan Share Increase”). The 2024 Plan Share Increase was necessary as the 2024 Plan did not have a sufficient number of authorized shares to be issued in connection with the transactions contemplated by the Merger Agreement. Awards The 2024 Equity Incentive Plan allows the Company to make equity and equity-based incentive awards to officers, employees, directors, consultants, and advisors. The Board anticipates that providing such persons with a direct stake in the Company will assure a closer alignment of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. The 2024 Equity Incentive Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and performance compensation awards. All awards will be set forth in an award agreement which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. 57 A brief description of each award type follows. ● Non-Qualified Stock Options means the right to purchase shares pursuant to terms and conditions that are not intended to be, or do not qualify as, an Incentive Stock Options; ● Incentive Stock Options means the right to purchase shares pursuant terms and conditions that are intended to qualify as, and that satisfy the requirements applicable to, an incentive equity option within the meaning of Code Section 422 of the United States Internal Revenue Code of 1986, as amended; ● Stock Appreciation Rights means a right, designated as an SAR, to receive the appreciation in the fair market value of shares; ● Restricted Stock means an award of shares subject to vesting conditions; ● Restricted Stock Units shall mean a right to receive shares or cash upon vesting; ● Stock Bonus Awards means unrestricted common stock, or other awards denominated in common stock, either alone or in tandem with other awards; and ● Performance Compensation Awards means an award granted to a participant that entitles the participant to delivery of shares or cash upon achievement of performance goals. 1,000,000 shares of common stock have initially been reserved for the issuance of awards under the 2024 Equity Incentive Plan (the “Initial Limit”). The Initial Limit is subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, reverse stock split or other similar change in the Company’s capitalization. The maximum aggregate number of shares of common stock of the Company that may be issued upon exercise of incentive stock options under the 2024 Equity Incentive Plan shall not exceed the Initial Limit, as adjusted. Shares underlying any awards under the 2024 Equity Incentive Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the 2024 Equity Incentive Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares that may be issued as incentive stock options. The 2024 Equity Incentive Plan is currently administered by a committee of at least two people as the Board may appoint to administer the 2024 Equity Incentive Plan or, if no such committee has been appointed by the Board, the Board, pursuant to the terms of the 2024 Equity Incentive Plan (the “Committee”). The plan administrator, which initially will be the Committee, has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2024 Equity Incentive Plan. The plan administrator may delegate to a committee consisting of one or more officers of the Company, the authority to awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not members of the delegated committee, subject to certain limitations and guidelines. Persons eligible to participate in the 2024 Equity Incentive Plan will be officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected from time to time by the plan administrator in its discretion. As of the date of this Annual Report, approximately 12 individuals are eligible to participate in the 2024 Equity Incentive Plan, which includes approximately two officers, no employees who are not officers, five non-employee directors, and five consultants/independent contractors. 58 Options The 2024 Equity Incentive Plan permits the granting of both options to purchase common stock of the Company intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. Options granted under the 2024 Equity Incentive Plan will be non-qualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive awards under the 2024 Equity Incentive Plan. The option exercise price of each option will be determined by the plan administrator but generally may not be less than 100% of the fair market value of the common stock of the Company on the date of grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate the vesting of such options. Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the plan administrator or by delivery (or attestation to the ownership) of shares of common stock of the Company that are beneficially owned by the optionee free of restrictions or were purchased in the open market. Subject to applicable law, the exercise price may also be delivered by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the plan administrator may permit non-qualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price. Stock Appreciation Rights The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock of the Company, or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price. The exercise price generally may not be less than 100% of the fair market value of common stock of the Company on the date of grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights. Restricted Stock and Restricted Stock Units The plan administrator may award restricted shares of common stock of the Company and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. The plan administrator may also grant shares of common stock of the Company that are free from any restrictions under the 2024 Equity Incentive Plan. Unrestricted stock may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant. The plan administrator may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock of the Company. Stock Bonus Awards The plan administration may issue unrestricted common stock, or other awards denominated in common stock, under the 2024 Equity Incentive Plan to participants, either alone or in tandem with other awards, in such amounts as the plan administration shall from time to time in its sole discretion determine. Performance Compensation Awards The plan administrator may grant awards under the 2024 Equity Incentive Plan to participants, which may be cash-based, subject to the achievement of certain performance goals, including continued employment with the Company. Other Material Features The 2024 Equity Incentive Plan requires the plan administrator to make appropriate adjustments to the number of shares of common stock that are subject to the 2024 Equity Incentive Plan, to certain limits in the 2024 Equity Incentive Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events. 59 Except as set forth in a stock award agreement issued under the 2024 Equity Incentive Plan, in the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any person becomes the beneficial owner directly or indirectly, of more than 50% of Company’s then outstanding capital stock, each outstanding stock award (vested or unvested) will be treated as the plan administrator determines, which may include (a) Company’s continuation of such outstanding stock awards (if Company is the surviving corporation); (b) the assumption of such outstanding stock awards by the surviving corporation or its parent; (c) the substitution by the surviving corporation or its parent of new stock options or other equity awards for such stock awards; (d) the cancellation of such stock awards in exchange for a payment to the participants equal to the excess of (1) the fair market value of the shares subject to such stock awards as of the closing date of such corporate transaction over (2) the exercise price or purchase price paid or to be paid (if any) for the shares subject to the stock awards (which payment may be subject to the same conditions that apply to the consideration that will be paid to holders of shares in connection with the transaction, subject to applicable law); or (e) the opportunity for participants to exercise the stock options prior to the occurrence of the corporate transaction and the termination (for no consideration) upon the consummation of such corporate transaction of any stock options not exercised prior thereto. The 2024 Equity Incentive Plan provides that a stock award may be subject to additional acceleration of vesting and exercisability upon or after a “Change in Control” (as defined in the 2024 Equity Incentive Plan) as may be provided in the award agreement for such stock award or as may be provided in any other written agreement between the Company or any affiliate and the participant, but in the absence of such provision, no such acceleration will occur. Participants in the 2024 Equity Incentive Plan are responsible for the payment of any federal, state or local taxes that the Company or its subsidiaries are required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from shares of common stock of the Company to be issued pursuant to an award shares with an aggregate fair market value that would satisfy the withholding amount due. The plan administrator may also require any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount due. The 2024 Equity Incentive Plan generally does not allow for the transfer or assignment of awards, other than by will or by the laws of descent and distribution or pursuant to a domestic relations order; however, the plan administrator may permit the transfer of non-qualified stock options by gift to an immediate family member, to trusts for the benefit of family members, or to partnerships in which such family members are the only partners. The plan administrator may amend or discontinue the 2024 Equity Incentive Plan and the plan administrator may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may materially and adversely affect rights under an award without the holder’s consent. Certain amendments to the 2024 Equity Incentive Plan will require the approval of the Company’s stockholders. Generally, without shareholder approval, (i) no amendment or modification of the 2024 Equity Incentive Plan may reduce the exercise price of any stock option or the strike price of any stock appreciation right, (ii) the plan administrator may not cancel any outstanding stock option or stock appreciation right where the fair market value of the common stock underlying such stock option or stock appreciation right is less than its exercise price and replace it with a new option or stock appreciation right, another award or cash and (iii) the plan administrator may not take any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange. All awards granted under the 2024 Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which Company securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in a stock award agreement as the Board determines necessary or appropriate. No options or stock appreciation rights may be granted under the 2024 Equity Incentive Plan after the date that is ten years from the 2024 Equity Incentive Plan Effective Date. No awards under the 2024 Equity Incentive Plan have been made prior to the date of this Annual Report. 60 2025 Equity Incentive Plan Apimeds Pharmaceuticals US, Inc. 2025 Equity Incentive Plan On December 1, 2025, in connection with the Merger, the Company adopted the Apimeds Pharmaceuticals US, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The purpose of the 2025 Plan is to advance the interests of the Company, its subsidiaries, affiliates, and stockholders by providing an incentive to attract and retain the best qualified personnel to perform services for the Company, by motivating such individuals to contribute to the growth and the profitability of the Company by aligning such individuals with the interests of the Company’s stockholders, and by rewarding such individuals for their services by tying a significant portion of their compensation to the success of the Company. Awards The 2025 Plan allows the Company to make equity and equity-based incentive awards to officers, employees, directors, consultants, and advisors. The Board of Directors anticipates that providing such persons with a direct stake in the Company will assure a closer alignment of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. All awards are set forth in an award agreement which details all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows: ● Stock Options means an option granted under the 2025 Plan to purchase shares of common stock, whether designated as an Incentive Stock Option or a Nonqualified Stock Option; ● Stock Appreciation Rights means a right, designated as a SAR, to receive the appreciation in the fair market value of shares; ● Restricted Stock means shares, subject to a period of restriction or certain other specified restrictions (including, without limitation, a requirement that the participant remain continuously employed or provide continuous service for a specific period of time), granted under the 2025 Plan or issued pursuant to the early exercise of a Stock Option; ● Restricted Stock Units means an unfunded and unsecured promise to deliver shares, cash, other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that the participant remain continuously employed or provide continuous service for a specific period of time) granted under the 2025 Plan; and ● Other Stock-Based Awards means any other awards not specifically described in the 2025 Plan that are valued in whole or in part by reference to, or are otherwise based on, shares and are created by the plan administrator pursuant to the 2025 Plan. The maximum aggregate number of shares that may be issued under the 2025 Plan is ten percent (10%) of the shares outstanding on December 1, 2025 (the “Plan Share Limit”). The shares subject to the 2025 Plan may be authorized, but unissued, or reacquired shares. On the first day of each calendar year during the term of the 2025 Plan, commencing on January 1, 2026 and continuing until (and including) January 1, 2035, the number of shares available under the Plan Share Limit automatically increases by a number equal to the lesser of (i) three percent (3%) of the total number of shares issued and outstanding on December 31 of the calendar year immediately preceding the date of such increase and (ii) a number of shares determined by the Board of Directors. 61 Upon payment in shares pursuant to the exercise or settlement of an award, the number of shares available for issuance under the 2025 Plan is reduced only by the number of shares actually issued in such payment. If a participant pays the exercise price (or purchase price, if applicable) of an award through the tender of shares, or if the shares are tendered or withheld to satisfy any tax withholding obligations, the number of shares so tendered or withheld again become available for issuance pursuant to future awards under the 2025 Plan, although such shares do not again become available for issuance as incentive stock options. Shares are not deemed to have been issued pursuant to the 2025 Plan with respect to any portion of an award that is settled in cash. If any outstanding award expires or is terminated or canceled without having been exercised or settled in full, or if the shares acquired pursuant to an award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the shares allocable to the terminated portion of such award or such forfeited or repurchased shares again become available for grant under the 2025 Plan. No more than ten percent (10%) of the shares outstanding on December 1, 2025 (subject to adjustment pursuant to the 2025 Plan) may be issued under the 2025 Plan upon the exercise of incentive stock options. The 2025 Plan is administered by a committee of at least one person as the Board of Directors may appoint or, if no such committee has been appointed by the Board of Directors, the 2025 Plan is administered by the Board of Directors (the “Administration Committee”). The plan administrator, which initially is the Administration Committee, has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2025 Plan. The plan administrator may delegate to one or more officers of the Company some or all of its authority under the 2025 Plan, including the authority to grant all types of awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines. Persons eligible to participate in the 2025 Plan are officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected from time to time by the plan administrator in its discretion. As of the date of this Annual Report, approximately sixteen individuals are eligible to participate in the 2025 Plan, which includes approximately two officers, no employees who are not officers, six non-employee directors, and one consultant/independent contractor. Stock Options The 2025 Plan permits the granting of stock options to officers, employees, non-employee directors, consultants, and advisors of the Company and its subsidiaries as selected from time to time by the plan administrator in its discretion. The per share exercise price for shares to be issued pursuant to exercise of a stock option is determined by the plan administrator but may be no less than 100% of the fair market value per share on the date of grant. The exercise period of stock options is determined by the plan administrator, subject to the limitations set forth in the 2025 Plan. Upon exercise of the stock options, the exercise price must be paid by either (i) cash, (ii) check, (iii) if approved by the plan administrator, as determined in its sole discretion, surrender of other shares which meet the conditions established by the plan administrator to avoid adverse accounting consequences to the Company (as determined by the plan administrator), (iv) if approved by the plan administrator, as determined in its sole discretion, by a broker-assisted cashless exercise in accordance with procedures approved by the plan administrator, (v) if approved by the plan administrator for a nonqualified stock option, as determined in its sole discretion, by delivery of a notice of “net exercise” to the Company, pursuant to which the participant receives the number of shares underlying the stock option so exercised reduced by the number of shares equal to the aggregate exercise price of the stock option divided by the fair market value on the date of exercise, and (vi) such other method of payment permitted by applicable law. Stock Appreciation Rights The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock of the Company, or cash, equal to the value of the appreciation in the Company’s stock price over the exercise price. The exercise price generally may not be less than 100% of the fair market value of common stock of the Company on the date of grant. The plan administrator determines at what time or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation rights. 62 Restricted Stock and Restricted Stock Units The plan administrator may award restricted shares of common stock of the Company and restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. Unless the plan administrator determines otherwise, restricted stock is held by the Company as escrow agent until the restrictions on such restricted stock have lapsed. The plan administrator, in its discretion, may accelerate the time at which any restrictions lapse or are removed. Restricted stock may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant. The plan administrator may grant dividend equivalent rights to participants that entitle the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock of the Company. Other Stock-Based Awards Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the 2025 Plan and/or cash awards made outside of the 2025 Plan. The plan administrator has authority to determine the participants to whom and the time or times at which other stock-based awards are made, the amount of such other stock-based awards, and all other conditions of the other stock-based awards including any dividend and/or voting rights. Other Material Features The 2025 Plan requires the plan administrator to make appropriate adjustments to the number of shares of common stock that are subject to the 2025 Plan, to certain limits in the 2025 Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events. In the event of a change in control, each outstanding award is assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation. Unless determined otherwise by the plan administrator, in the event that the successor corporation refuses to assume or substitute the award, (A) the participant fully vests in and has the right to exercise the award as to all of the shares, including those as to which it would not otherwise be vested or exercisable; (B) all applicable restrictions lapse; and (C) all performance objectives and other vesting criteria are deemed achieved at targeted levels. If a stock option or a stock appreciation right is not assumed or substituted in the event of a change in control, the plan administrator notifies the respective participant that the stock option or the stock appreciation right is exercisable, to the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the stock option or stock appreciation right terminates upon the expiration of such period. Unless determined otherwise by the plan administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to the participant’s estate or legal representative, and may be exercised, during the lifetime of the participant, only by the participant, although the plan administrator, in its discretion, may permit award transfers for purposes of estate planning or charitable giving. The Board of Directors may at any time amend, alter, suspend, or terminate the 2025 Plan. The Company may obtain stockholder approval of the 2025 Plan to the extent necessary or, as determined by the plan administrator, desirable to comply with applicable laws, including any amendment that (i) increases the number of shares available for issuance under the 2025 Plan, or (ii) changes the persons or class of persons eligible to receive awards. All awards granted under the 2025 Plan are subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which Company securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board of Directors may impose such other clawback, recovery or recoupment provisions in an award agreement as the Board of Directors determines necessary or appropriate. No awards under the 2025 Plan have been made prior to the date of this Annual Report. 63 Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of May 1, 2026, certain information as to the Company’s common stock beneficially owned by persons known by the Company to own in excess of 5% of the outstanding shares of such stock. In addition, the table includes information regarding the shares of the Company’s common stock beneficially owned by (i) each named executive officer, (ii) each of the Company’s directors and (iii) the Company’s directors and executive officers as a group. Management knows of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of the Company’s common stock as of April 29. 2026. Except as otherwise indicated, the information provided in the following table was obtained from filings with the SEC and the Company pursuant to the Exchange Act. For purposes of the following table, in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of the Company’s common stock which he or she has or shares, directly or indirectly, voting or investment power, or which he or she has the right to acquire beneficial ownership of at any time within 60 days after April 29. 2026. As used herein, “voting power” is the power to vote, or direct the voting of, shares, and “investment power” includes the power to dispose of, or direct the disposition of, such shares. Unless otherwise noted, each beneficial owner has sole voting and sole investment power over the shares beneficially owned. Unless otherwise noted, the business address of each of the following entities or individuals is 100 Matawan Rd, Suite 325, Matawan, New Jersey 07747. Name of Beneficial Owner Number of Shares Beneficially Owned as of Information Statement Date (8) % of Common Stock as of Information Statement Date Number of Shares Beneficially Owned Post Conversions and Post Split (9) % of Common Stock Post Conversions and Post Split Directors and Named Executive Officers: Dr. Vin Menon (1) — — 969,550 5.92 % Erick Frim — — — — Jakap Koo 615,385 4.89 % 61,539 0.38 % Christopher Kim, MD. — — — — Bennett Weintraub, PhD — — — — Elona Kogan — — — — Carol O’Donnell — — — — All directors and officers as a group (7 individuals) 615,385 4.89 % 1,031,089 6.36 % 5% or Greater Stockholders: Apimeds Inc. (2) 4,316,618 34.32 % 431,662 2.64 % Inscobee Inc. (3) 2,099,747 16.67 % 209,975 1.28 % Dominus IB, Inc (4) 800,000 6.36 % 80,000 0.49 % Calfin Capital Private Limited (5) — — 10,158,584 62.13 % Sea Rider Capital, LLC (6) — — 969,548 5.93 % Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (7) — — — — (1) Dr. Vin Menon received 484,775 shares of Preferred Stock as part of the Merger Consideration. Following the Preferred Stock Conversion, such shares of Preferred Stock will convert into 9,695,500 shares of Common Stock pursuant to the applicable conversion ratio of 20-for-1. Following the Reverse Stock Split at a ratio of 1-for-10, such stockholder will hold 969,550 shares of Common Stock. (2) Represents shares held directly by Apimeds Inc., based solely on information reported in the Schedule 13D filed with the SEC on January 26, 2026. Apimeds Inc. is a wholly owned subsidiary of Inscobee Inc. Inscobee Inc. has voting and investment control over the shares held by Apimeds Inc. Millenium Holdings is controlled by You In Soo, and as such, Mr. Yoo may be deemed to have beneficial ownership over the shares held by both Inscobee Inc. and Apimeds Inc. The business address for Apimeds Inc. is 107, Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea. The business address for Millenium Holdings is 107, Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea. Each of the parties named in this footnote disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the party may have therein. 64 (3) Represents shares held directly by Inscobee Inc., based solely on information reported in the Schedule 13D filed with the SEC on January 26, 2026. Millenium Holdings has voting and investment control with respect to the shares held by Inscobee Inc. Millenium Holdings is controlled by You In Soo, and as such, Mr. Yoo may be deemed to have beneficial ownership over the shares held by both Inscobee Inc. and Apimeds Inc. The business address for Inscobee Inc. is Room 613, Digital-ro 130, 6F, Geumcheon-gu, Seoul, 08580 Republic of Korea. The business address for Millenium Holdings is 107, Gasan Digital 2-ro, Geumcheon-gu, Seoul, Korea. Each of the parties named in this footnote disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest the party may have therein. (4) Dominus IB, Inc. is controlled by its Chief Executive Officer and largest shareholder, Park Kyoung Jin, who may be deemed to have voting and investment control with respect to the shares held by Dominus IB, Inc. The business address for Dominus IB, Inc. is 144, Dobong-ro, Gangbuk, Seoul, Republic of Korea. (5) Calfin Capital Private Limited received 5,079,292 shares of Preferred Stock as part of the Merger Consideration. Following the Preferred Stock Conversion, such shares of Preferred Stock will convert into 101,585,840 shares of Common Stock pursuant to the applicable conversion ratio of 20-for-1. Following the Reverse Stock Split at a ratio of 1-for-10, such stockholder will hold 10,158,584 shares of Common Stock. The business address for Calfin Capital Private Limited is 60 Paya Lebar Road, #04-23, Paya Lebar Square, Singapore 409051. (6) Sea Rider Capital, LLC received 484,774 shares of Preferred Stock as part of the Merger Consideration. Following the Preferred Stock Conversion, such shares of Preferred Stock will convert into 9,695,480 shares of Common Stock pursuant to the applicable conversion ratio of 20-for-1. Following the Reverse Stock Split at a ratio of 1-for-10, such stockholder will hold 969,548 shares of Common Stock. The business address for Sea Rider Capital, LLC is 850 New Burton Road, Suite 201, Dover, County of Kent, Delaware 19904, USA. (7) Based solely on information reported in the Schedule 13G filed with the SEC on February 11, 2026. Represents 1,397,021 shares of Common Stock issuable on the conversion of certain convertible notes (the “ Notes ”) held by the Reporting Persons. The issuable shares of Common Stock related to the conversion of the Notes are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of the Company held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the “ Fund ”). The business address for the Fund is Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands. The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the “ Investment Manager ”), serves as the investment manager. The business address for the Investment Manager is 55 Post Rd West, 2 nd Floor Westport, CT 06880. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the “ Reporting Persons ”). The business address for Waqas Khatri is 55 Post Rd West, 2 nd Floor Westport, CT 06880. The 1,397,021 shares of Common Stock are prior to giving effect to the Reverse Stock Split. After giving effect to the Reverse Stock Split the Fund will hold 139,703 shares of Common Stock. (8) Represents beneficial ownership of the Company’s Common Stock based on 12,575,983 shares of our Common Stock issued and outstanding as of February 26, 2026, the date of filing of this Annual Report, prior to giving effect to the Preferred Stock Conversion, the Notes Conversion, and the Reverse Stock Split. The beneficial ownership information set forth herein does not reflect any adjustments resulting from the Preferred Stock Conversion, the Notes Conversion, and the Reverse Stock Split. (9) Represents beneficial ownership of the Company’s Common Stock based on 16,351,336 shares of our Common Stock, calculated on a proforma basis, after giving effect to the Preferred Stock Conversion, the Notes Conversion, and the Reverse Stock Split. Changes in Control On December 1, 2025, the Company completed the Merger with MindWave Innovations Inc. See “Item 1. Business” for a description of the Merger. Other than the Merger, management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant. 65 Item 13. Certain Relationships and Related Transactions, and Director Independence Certain Relationships and Related Transactions Other than as listed below, during 2025 and 2024, we were not a participant in any transaction or series of transactions in which the amount involved did exceed or may exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for 2025 and 2024 in which any directors, director nominees, executive officers, greater than 5% beneficial owners and their respective immediate family members (each, a “Related Person”) had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity compensation) described in “Executive Compensation” beginning on page 55 and “Director Compensation” on page 56. Business Agreement On August 2, 2021, we entered into an agreement with Apimeds Korea, a principal stockholder of the Company (the “Business Agreement”). Pursuant to the Business Agreement, Apimeds Korea granted to the Company a sublicensable, royalty-bearing license to research, develop, manufacture and commercialize and sell Apitox in the United States. In exchange for this license, the Company will pay Apimeds Korea a perpetual royalty of 5% of the Company’s earnings before interest and taxes as determined consistent with GAAP, derived from the sale or license of Apitox, less any shipping, handling, and insurance charges, credits (arising from returns or other adjustments), discounts, rebates, or allowances of any kind (if any). The Business Agreement may be terminated by mutual written agreement by the parties and will automatically terminate upon the bankruptcy or dissolution of the Company. Assignment Agreement On October 12, 2021 we entered into an intellectual property assignment agreement (the “Assignment Agreement”) with Apimeds Korea and Dr. Christopher Kim, the Company’s Chairman and Chief Medical Officer and founder of Apimeds Korea, effective as of May 12, 2021. Pursuant to the Assignment Agreement Dr. Kim transferred to Apimeds Korea all right, title, interest and good will in all of the intellectual property as it relates to Apitoxin, which will be marketed in the United States as Apitox (the “Assigned IP”). Dr. Kim retained no right to use the Assigned IP. Additionally, the Assignment Agreement acknowledged that the Assigned IP was licensed to us to use via the Business Agreement, as described above. Patent License Agreement On October 12, 2021, we entered into a patent license agreement (the “Patent License Agreement”) Dr. Christopher Kim, the Company’s Chairman and Chief Medical Officer and the founder of Apimeds Korea. During Dr. Kim’s engagement with Apimeds Korea, he contributed to the development of the intellectual property as it relates to Apitoxin. Pursuant to the Patent License Agreement, we were licensed certain patents. In consideration of its license under the Patent License Agreement, the Company paid Dr. Kim $1.00. The patents expired in 2023 and, presently, the Company does not intend renew the expired patents or apply for any additional patents. Business Establishment Agreement On March 3, 2020, Apimeds Korea entered into a business establishment agreement with the Company pursuant to which Apimeds Korea agreed provide funding to us in the form of two tranches consisting of $500,000 each (for a total of $1,000,000). The first tranche was funded in March 2020 and the second tranche was funded in May 2020. August 2021 Promissory Note The Company issued to Apimeds Korea a convertible promissory note in the principal amount of $400,000, on August 30, 2021 (the “August 2021 Note”). The August 2021 Note is due and payable on the earlier of (i) August 30, 2026 or (ii) a sale of the Company (as defined in the August 2021 Note) (the “Maturity Date”). The August 2021 Note bears interest at an annual rate equal to the lesser of (i) 5% per annum, or (ii) the maximum rate permissible by law. 66 The Company may prepay the August 2021 Note at any time without penalty. If not previously paid by the Company, principal and accrued interest on the August 2021 Note will automatically convert into common stock (i) immediately prior to the closing of the Company’s firm commitment underwritten initial public offering resulting in at least $40,000,000 gross proceeds to the Company (a “Qualified IPO”), (ii) immediately prior to the closing of the Company’s initial listing of its common stock on an international exchange by means of an effective registration statement on Form S-1 that results in at least $40,000,000 of gross proceeds to the selling stockholders (a “Qualified Direct Listing”), or (iii) upon the consummation of the Company’s merger, consolidation, share exchange or other transaction with a publicly traded “special purpose acquisition company” resulting in a stock exchange listing (a “SPAC Transaction”). The number of shares of common stock shall be determined by dividing (x) the outstanding principal balance of the Apimeds Korea Note plus accrued but unpaid interest by (y) as applicable, (i) in case of a Qualified IPO, the per share price for which shares of common stock are initially offered in the Qualified IPO as reflected in the final prospectus, (b) in case of a Qualified Direct Listing, the fist closing price of the common stock on the first trading day, following the Qualified Direct Listing, and (c) in case of a SPAC Transaction, the price per share of the successor entity that is established in connection with such SPAC Transaction. If there shall be any Event of Default (as defined below), the August 2021 Note shall accelerate and all principal and unpaid accrued interest shall become immediately due and payable, provided that the Company shall have 20 days from receipt of such notice to cure an Event of Default. The occurrence of any one or more of the following shall constitute an “Event of Default”: (a) the Company fails to pay timely all or any part of the principal amount or accrued interest due under the August 2021 Note, (b) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing, or (c) an involuntary petition is filed against the Company, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company. The terms of the August 2021 Note may only be amended with the written consent of both parties and my only be transferred upon its surrender to the Company for registration of transfer or accompanied by a duly executed written instrument of transfer in the form satisfactory to the Company. On December 5, 2023, the Company and Apimeds Korea amended the August 2021 Note (the “August 2021 Note Amendment”) as follows: the maturity date was extended to the earlier of (i) December 31, 2026, or (ii) the consummation of an offering of our common stock (and other securities potentially) resulting in the listing for trading of our common stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing) (“Qualified Offering”). Additionally, the August 2021 Note Amendment provided for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows: (i) at the option of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of a Qualified Offering, in each case, into fully paid and nonassessable shares of common stock at the conversion price. On June 12, 2024, Apimeds Korea assigned the August 2021 Note to Inscobee, Inc. a South Korean company, and the parent company of Apimeds Korea, (“Inscobee”). If not converted earlier, upon the closing of a Qualified Offering, the August 2021 Note will automatically convert into approximately 179,283 shares of common stock. March 2022 Promissory Note The Company issued to Apimeds Korea, a promissory note in the principal amount of $160,000 on March 21, 2022 (the “March 2022 Note”). The March 2022 Note bears interest at a rate equal to 5% per annum (the “Interest Rate”). The March 2022 Note is due and payable on the earlier of (i) the closing of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000, or (ii) July 15, 2022. The Company may prepay the March 2022 Note at any time without penalty. If any payment due on the March 2022 Note is not paid within five days after the amount becomes due, the payment shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and Inscobee may also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable immediately. 67 On December 5, 2023, the Company and Apimeds Korea amended the March 2022 Note (the “March 2022 Note Amendment”) as follows: the maturity date was extended to the earlier of (i) December 31, 2026, or (ii) the consummation of a Qualified Offering. Additionally, the March 2022 Note Amendment provided for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows: (i) at the option of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of a Qualified Offering, in each case, into fully paid and nonassessable shares of common stock at the conversion price. On June 12, 2024, Apimeds Korea assigned the March 2022 Note to Inscobee. If not converted earlier, upon the closing of a Qualified Offering, the March 2022 Note will automatically convert into approximately 70,002 shares of common stock. June 2022 Promissory Note On June 3, 2022, the Company issued to Inscobee, Inc. a South Korean company, and the parent company of Apimeds Korea, (“Inscobee”) a $100,000 promissory note (the “June 2022 Note”). Interest on the outstanding principal balance of the Second Loan accrues at a rate equal to 5% per annum, and interest on the outstanding principal balance of the First Loan shall accrue and be payable on the maturity date. The maturity date was the earlier of (i) the closing of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000), and (ii) July 15, 2022. On December 5, 2023, the Company and Inscobee amended the June 2022 Note (the “June 2022 Note Amendment”) as follows: the maturity date was extended to (i) December 31, 2026, or (ii) consummation of a Qualified Offering. Additionally, the June 2022 Note Amendment provided for conversion of the note, including accrued and unpaid interest, at a conversion price of $2.60 per share as follows: (i) at the option of the holder, in its sole discretion, in whole or in part, and (ii) mandatorily simultaneous with the consummation of a Qualified Offering, in each case, into fully paid and nonassessable shares of common stock at the conversion price. Upon the closing of a Qualified Offering, the June 2022 Note will automatically convert into approximately 43,361 shares of common stock. On June 12, 2024, the Company and Inscobee amended the June 2022 Note to correct a scrivener’s error. May 2024 Promissory Note On May 20, 2024, the Company issued to Inscobee a $100,000 promissory note (the “May 2024 Note”). The May 2024 Note bears interest at a rate equal to 5% per annum (the “Interest Rate”). The May 2024 Note is due and payable on the earlier of (i) the closing of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000, or (ii) May 19, 2025. The Company may prepay the May 2024 Note at any time without penalty. If any payment due on the May 2024 Note is not paid within five days after the amount becomes due, the payment shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and Inscobee may also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable immediately. August 2024 Note On August 19, 2024, the Company issued to Inscobee a $150,000 principal amount promissory note (the “August 2024 Note”). The August 2024 Note bears interest at a rate equal to 5% per annum (the “Interest Rate”). The August 2024 Note is due and payable on the earlier of (i) the closing of an equity financing by the Company with gross proceeds to the Company of at least $3,000,000, or (ii) May 19, 2025. The outstanding principal and interest on the August 2024 Note will be repaid upon the closing of a Qualified Offering. 68 The Company may prepay the August 2024 Note at any time without penalty. If any payment due on the August 2024 Note is not paid within five days after the amount becomes due, the payment shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and Inscobee may also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable immediately. March 2025 Promissory Note On March 31, 2025, the Company received $250,000 in a promissory note (the “March 2025 Note”) agreement with Apimeds, Inc., one of its shareholders. The Promissory Notes bear interest at 5% per annum and mature on the earlier of (a) December 31, 2026 or (b) consummation of a Qualified Offering (the “Maturity Date”). “Qualified Offering” shall mean an offering of Common Stock (and other securities potentially) resulting in the listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). The Company may prepay the March 2025 Note at any time without penalty. If any payment due on the March 2025 Note is not paid within five days after the amount becomes due, the payment shall be considered in default and the interest rate will increase by an additional 5% on the defaulted payment amount and may also, in its sole discretion, without notice or demand, declare the entire unpaid principal balance plus accrued interest due and payable immediately. Cash Advance Loans On October 5, 2022, November 10, 2022 and March 16, 2023, Dr. Christopher Kim, the Company’s Chairman and Chief Medical Officer and founder of Apimeds Korea, loaned the Company $9,900, $13,000 and $9,000 respectively. These loans carried no interest and did not have a maturity date. The loans were used for operating purposes. As of September 2023, all the loan amounts were repaid. Policies and Procedures for Transaction with Related Persons It is the responsibility of our audit committee to review and approval all related party transactions that would need to be disclosed pursuant to Item 404(a) of Regulation S-K (each a “Related Party Transaction”). The Board has adopted a related party transaction policy that makes up a part of the audit committee’s charter (the “Related Party Transactions Policy”). Pursuant to the Related Party Transactions Policy, each of the Company’s directors and executive officers shall promptly inform the chairperson of the audit committee of any potential Related Party Transactions. In addition, each such director and executive officer shall complete a questionnaire on an annual basis designed to elicit information about any potential Related Party Transactions. Any potential Related Party Transactions that are brought to the audit committee’s attention shall be analyzed by the audit committee, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a Related Party Transaction requiring compliance with the Related Party Transactions Policy. In determining whether to approve a Related Party Transaction, the audit committee shall consider, among other factors, the following factors to the extent relevant to the Related Party Transaction: (i) whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Party (as defined in the Related Party Transactions Policy); (ii) whether there are business reasons for the Company to enter into the Related Party Transaction; (iii) whether the Related Party Transaction would impair the independence of an outside director; (iv) whether the Related Party Transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or Related Party, the direct or indirect nature of the director’s, executive officer’s or Related Party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant; and (v) any pre-existing contractual obligations. All of the transactions described in this section occurred prior to the adoption of this policy. 69 Director Independence The Company’s Board has determined that Dr. Bennett Weintraub, PhD, Carol O’Donnell, and Elona Kogan, who together comprise a majority of the Board, are independent under applicable rules and regulations of the SEC. The Board made such independence determinations using the definition of independence set forth in the rules of the NYSE American based on a review of transactions and relationships between each director or any member of his or her immediate family, on the one hand, and the Company and its subsidiaries and affiliates, on the other hand, as well as transactions and relationships between each director or his affiliates, on the one hand, and members of the Company’s management or their affiliates, on the other hand. Item 14. Principal Accountant Fees and Services Kreit & Chiu CPA LLP served as the independent registered public accounting firm for the Company for 2025 and 2024. The following table sets forth the fees billed to the Company by Kreit & Chiu CPA LLP for 2025 and 2024. 2025 2024 (in thousands) Audit Fees (1) $ 206,933 $ 142,918 Audit-Related Fees - All Other Fees - - Total Fees $ 206,933 $ 142,918 Under its charter, the Company’s audit committee must review and pre-approve both audit and permitted non-audit services provided by the Company’s independent registered public accounting firm and shall not engage the independent registered public accounting firm to perform any non-audit services prohibited by law or regulation. The independent registered public accounting firm’s retention to audit the Company’s financial statements, including the associated fee, is subject to approval each year by the audit committee. The audit committee does not regularly evaluate potential engagements of the independent registered public accounting firm and approve or reject such potential engagements. At each audit committee meeting, the audit committee receives updates on the services actually provided by the independent registered public accounting firm, and management may present additional services for pre-approval. The audit committee may delegate to the chairman of the audit committee the authority to evaluate and approve engagements on behalf of the audit committee in the event that a need arises for pre-approval between regular audit committee meetings. If the chairman so approves any such engagements, he will report that approval to the full audit committee at the next audit committee meeting. The audit committee was established on February 7, 2025. Accordingly, audit and audit-related services rendered prior to February 7, 2025 were not pre-approved by the audit committee. All audit and audit-related services rendered after February 7, 2025, including services related to the audit of the Company’s financial statements for the fiscal year ended December 31, 2025, were pre-approved by the audit committee in accordance with the foregoing procedures. 70 PART IV Item 15. Exhibit and Financial Statement Schedules (a) Documents filed as part of this report (1) All financial statements Contents Page Report of Independent Registered Public Accounting Firm (Kreit and Chiu CPA LLP (PCAOB Firm ID 6651)) F-2 Consolidated Balance Sheets December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025, and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-8 (2) Financial Statement Schedules All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Financial Statements or notes thereto contained in this Annual Report on Form 10-K. (3) Exhibits required by Item 601 of Regulation S-K Exhibit No. Description 2.1 Agreement and Plan of Merger, dated December 1, 2025 (incorporated by reference to our Schedule 14C filed on February 27, 2026). 2.2 Securities Purchase Agreement, dated December 1, 2025 (incorporated by reference to our Schedule 14C filed on February 27, 2026). 2.3 Amendment No. 1 to Securities Purchase Agreement, dated December 8, 2025 (incorporated by reference to our Schedule 14C filed on February 27, 2026). 3.1 Amended and Restated Certificate of Incorporation of Apimeds Pharmaceuticals US, Inc. (incorporated by reference to our Schedule 14C filed on February 27, 2026). 3.2 Amended and Restated Bylaws of Apimeds Pharmaceuticals US, Inc. (incorporated by reference to our Schedule 14C filed on February 27, 2026). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Apimeds Pharmaceuticals US, Inc. (incorporated by reference to our Schedule 14C filed on February 27, 2026). 4.1* Description of Securities. 10.1 Apimeds Pharmaceuticals US, Inc. 2024 Equity Incentive Plan (incorporated by reference to our Schedule 14C filed on February 27, 2026). 10.2 Amendment to the Apimeds Pharmaceuticals US, Inc. 2024 Equity Incentive Plan (incorporated by reference to our Schedule 14C filed on February 27, 2026). 10.3 Apimeds Pharmaceuticals US, Inc. 2025 Equity Incentive Plan (incorporated by reference to our Schedule 14C filed on February 27, 2026). 10.4 Settlement Agreement (incorporated by reference to our Current Report on Form 8-K filed on May 3, 2026). 10.5 Side Letter (incorporated by reference to our Current Report on Form 8-K filed on May 3, 2026). 10.6 Forbearance Agreement (incorporated by reference to our Current Report on Form 8-K filed on May 3, 2026). 14.1 Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 99.1 to our Registration Statement on Form S-1 filed on September 25, 2024). 19.1* Insider Trading Policy. 71 21.1* Subsidiaries of the Registrant. 31.1* Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Executive Compensation Recovery Policy. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. * Filed or furnished herewith. Item 16. Form 10-K Summary None. 72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. APIMEDS PharmaCEUTICALS US, Inc. Date: May 3, 2026 /s/ Dr. Vin Menon Name: Dr. Vin Menon Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Dr. Vin Menon Chief Executive Officer May 3, 2026 Dr. Vin Menon (Principal Executive Officer) /s/ Erick Frim Chief Financial Officer May 3, 2026 Erick Frim (Principal Financial Officer and Principal Accounting Officer) /s/ Dr. Bennett Weintraub, PhD Director May 3, 2026 Dr. Bennett Weintraub, PhD /s/ Carol O’Donnell Director May 3, 2026 Carol O’Donnell /s/ Elona Kogan Director May 3, 2026 Elona Kogan 73 INDEX TO FINANCIAL STATEMENTS Contents Page Report of Independent Registered Public Accounting Firm (Kreit and Chiu CPA LLP (PCAOB Firm ID 6651 )) F-2 Consolidated Balance Sheets December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025, and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Apimeds Pharmaceuticals US, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Apimeds Pharmaceuticals US, Inc. (the “Company”) as of December 31, 2025, and 2024, and the related consolidated statements of operations, statements of changes in shareholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Kreit & Chiu CPA LLP We have served as the Company’s auditor since 2023. New York, New York May 3, 2026 F- 2 Apimeds Pharmaceuticals US, Inc. Consolidated Balance Sheets December 31, December 31, 2025 2024 Assets Current assets: Cash & Cash Equivalents $ 1,636,655 $ 3,455 Restricted Cash 8,000,000 Short Term Investments 2,000,000 Prepaid Expenses 2,298,704 9,602 Other Current Assets 48,500 - Total current assets 13,983,859 13,057 Digital assets, at fair value 149,885,371 - Long-term portion of prepaid expenses 75,485 - Operating Lease ROU Asset 187,395 Property and Equipment, net 51,626 Total assets $ 164,183,736 $ 13,057 Liabilities and shareholders’ equity Current liabilities: Accounts payable and accrued expenses $ 918,649 $ 591,191 Accrued offering costs 500,000 Accrued interest - related party 27,952 106,643 Advance payable to related party 12,000 76,500 Notes payable - related party 500,100 250,000 Derivative Liability 1,616,913 Convertible Notes, net 7,091,263 - Operating Lease Liability 39,578 - Total current liabilities 10,706,455 1,024,334 Long-term liabilities Long-Term Portion of Operating Lease Liability 129,454 Long-term convertible notes payable – related party - 346,844 Total liabilities 10,835,909 1,371,178 Commitments and contingencies Shareholders’ equity: Preferred stock, par value $ 0.01 , 10,000,000 shares authorized: 7,477,017 and none issued and outstanding at December 31,2025 and 2024, respectively 74,770 - Common stock, par value $ 0.01 , 100,000,000 shares authorized; 12,575,983 and 7,903,850 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 125,760 79,039 Additional paid-in capital 163,540,358 2,954,764 Retained Earnings (Deficit) ( 10,393,061 ) ( 4,391,924 ) Total shareholders’ equity (deficit) 153,347,827 ( 1,358,121 ) Total liabilities and shareholders’ equity $ 164,183,736 $ 13,057 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Apimeds Pharmaceuticals US, Inc. Consolidated Statements of Operations For the year ended December 31, 2025 2024 Operating expenses: Research and development expenses $ 1,632,581 $ General and administrative expenses 10,279,981 1,275,095 Total operating expenses 11,912,562 1,275,095 Loss from operations ( 11,912,562 ) ( 1,275,095 ) Other income (expense) Unrealized gain from changes in fair value of digital assets 1,812,348 - Realized gain on sale of digital assets 4,197,394 - Trading gains, net 97 - Foreign currency gains/(losses), net ( 521 ) Change in FV of warrant liability 22,377 - Change in FV of derivative 55,146 Interest income 107,595 2,824 Interest expense ( 283,011 ) ( 117,719 ) Total other income (expense) 5,911,425 ( 114,895 ) Net loss $ ( 6,001,137 ) $ ( 1,389,990 ) Net loss per common share - basic and diluted $ ( 0.55 ) $ ( 0.18 ) Weighted average common shares outstanding 10,881,907 7,903,850 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Apimeds Pharmaceuticals US, Inc . Consolidated Statement of Changes in Shareholders Equity (Deficit) Preferred Stock Common Stock Additional Number of Shares Amount Number of Shares Amount Paid-in capital Accumulated Deficit Total Balance at December 31, 2023 - $ - 7,903,850 $ 79,039 $ 2,954,764 $ ( 3,001,934 ) $ 31,869 Net loss for the period ended December 31, 2024 - - - - - ( 1,389,990 ) ( 1,389,990 ) Balance at December 31, 2024 - - 7,903,850 79,039 2,954,764 ( 4,391,924 ) ( 1,358,121 ) Stock-based compensation - stock options - - - - 344,186 - 344,186 Stock-based compensation – common stock grants - - 1,000,000 10,000 1,690,000 - 1,700,000 Conversion of convertible debt - related party - - 297,133 2,971 496,251 - 499,222 Issuance of Representative Warrants in connection with IPO - - - - 139,388 - 139,388 Issuance of common stock in IPO (net of $ 1,599,060 in offering costs and warrant liability) - - 3,375,000 33,750 11,595,977 - 11,629,727 Issuance of Representative Warrants in connection with IPO - - - - 161,554 - 161,554 Issuance of Advisory Warrants in connection with Merger - - - - 898,300 - 898,300 Issuance of preferred stock in Merger 7,477,017 74,770 145,259,938 - 145,334,708 Net loss for the period ended December 31, 2025 - - - - - ( 6,001,137 ) ( 6,001,137 ) Balance at December 31, 2025 7,477,017 $ 74,770 12,575,983 $ 125,760 $ 163,540,358 $ ( 10,393,061 ) $ 153,347,827 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Apimeds Pharmaceuticals US, Inc. Consolidated Statements of Cash Flows For the years ended December 31 2025 2024 Cash flows from operating activities: Net loss $ ( 6,001,137 ) $ ( 1,389,990 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation - Common Stock Grants 1,700,000 - Stock based compensation - stock options and warrants 1,565,806 - Change in fair value of warrant liability ( 22,377 ) - Change in fair value of derivative liability ( 55,146 ) - Depreciation expense 5,706 - Interest expense 283,010 117,719 Unrealized gain from changes in fair value of digital assets ( 6,009,838 ) - Non-cash digital asset operating expenses 2,429,487 - Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 2,413,087 ) 1,993 Accounts payable and accrued expenses ( 408,201 ) 536,752 Net cash used in operating activities ( 8,925,777 ) ( 733,526 ) Cash flows from investing activities: Cash from short term investments ( 2,000,000 ) - Restricted cash ( 8,000,000 ) - Purchases of PP&E ( 57,333 ) - Cash paid to acquire operating lease ( 18,363 ) Cash acquired in accordance with merger 15,345 - Net cash used in investing activities ( 10,060,351 ) - F- 6 Apimeds Pharmaceuticals US, Inc. Consolidated Statements of Cash Flows (continued) For the years ended December 31 2025 2024 Cash flows from financing activities: Cash proceeds from issuance of common stock in IPO 11,629,727 - Proceeds from notes payable - related parties 250,100 250,000 Proceeds from PIPE convertible note 10,000,000 - Payment of debt issuance costs ( 946,000 ) Cash advances from related parties 29,300 76,500 Cash advances paid to related parties ( 343,800 ) Net cash provided by financing activities 20,619,327 326,500 Net increase (decrease) in cash, cash equivalents 1,633,200 ( 407,026 ) Cash, cash equivalents, beginning of period 3,455 410,481 Restricted cash 8,000,000 - Cash, cash equivalents, and restricted cash, end of period $ 9,636,655 $ 3,455 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - Cash paid for taxes $ - - Non-cash investing and financing activities: Net Assets Acquired in the Merger 15,347 - Operating Lease ( 18,363 ) - Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents 1,636,655 3,455 Restricted cash 8,000,000 - Total cash, cash equivalents, and restricted cash $ 9,636,655 $ 3,455 The accompanying notes are an integral part of these consolidated financial statements F- 7 Note 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Apimeds Pharmaceuticals US, Inc. (“APUS” or the “Company”) is a development-stage biopharmaceutical company incorporated in the State of Delaware as a C-Corporation. The Company is focused on the development of Apitox, a purified honeybee venom-based drug for the treatment of acute pain and inflammation associated with knee osteoarthritis. On December 1, 2025, the Company completed a merger (the “Merger”) with MindWave Innovations Inc. (“MindWave”), whereby MindWave became a wholly owned subsidiary of the Company (see Note 4). In connection with the Merger, the Company acquired digital assets, including Bitcoin (“BTC”), Tether (“USDT”), and MindWaveDAO NILA tokens (“NILA Tokens”), and assumed certain operations related to digital asset activities. The Company operates its biopharmaceutical business through Lokahi Therapeutics Inc. (“Lokahi”), a wholly owned subsidiary. As of December 31, 2025, the Company’s corporate structure is as follows: ● APUS — Public parent and SEC registrant (Delaware C-Corporation) o Lokahi Therapeutics Inc. (“The BioBusiness”) : Wholly owned subsidiary; operates the BioBusiness segment o MindWave Innovations Inc.: (acquired December 1, 2025); operates the digital asset segment The Company has not yet generated revenue from its biopharmaceutical operations and is subject to the risks and uncertainties common to development-stage companies in the biotechnology industry. Note 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Lokahi Therapeutics Inc. and effective December 1, 2025, MindWave Innovations Inc. All intercompany balances and transactions have been eliminated in consolidation. The results of operations MindWave are included in the consolidated financial statements from the date of acquisition, December 1, 2025, through December 31, 2025. Prior-period amounts reflect the operations of the BioBusiness only. (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, the fair value of consideration transferred and net assets acquired in the Merger, the fair value of digital assets, the fair value of stock-based compensation awards, the fair value of warrants, the valuation allowance on deferred tax assets, and the assessment of the Company’s ability to continue as a going concern. Actual results could differ materially from those estimates. (c) Segment Reporting In accordance with ASC 280, Segment Reporting, the Company has determined that it operates as two segments: (i) the BioBusiness segment, which advances the Company’s lead product candidate, Apitox, and related preclinical and translational research activities; and (ii) the Digital Assets segment, which encompasses the Company’s digital asset holdings (Bitcoin, Tether, and NILA Tokens) acquired in connection with the MindWave acquisition and the activities associated with the MindWaveDAO ecosystem. The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer , regularly reviews discrete financial information for each segment, including key segment expenses, and segment loss, for purposes of making operating decisions, allocating resources, and evaluating financial performance. F- 8 The following tables present the Company’s segmented results for the years ended December 31, 2025. The Company has two reportable segments: The BioBusiness segment and the Digital Assets segment. Prior to the merger transaction (See note 4), the Company operated entirely as a biopharmaceutical entity, therefore all activity operating expenses before the date December 1, 2025, have been consolidated to the BioBusiness segment of operations. In accordance with transaction accounting (See note 4), The segmented results below reflect the results of MindWave Innovations Inc. from December 1, 2025, the date of acquisition, with all pre-acquisition equity balances eliminated in consolidation. For the Year ended December 31, 2025 BioBusiness Segment Digital Asset Segment Corporate Consolidated Revenue $ - $ - $ - $ - Operating expenses: Research and development 1,632,581 - - 1,632,581 General and administrative 7,179,165 3,100,816 - 10,279,981 Total operating expenses $ 8,811,746 $ 3,100,816 $ - $ 11,912,562 Loss from operations ( 8,811,746 ) ( 3,100,816 ) - ( 11,912,562 ) Other income (expense), net: Realized gain on sale of digital assets - 4,197,394 - 4,197,394 Trading gains, net - 97 - 97 Unrealized gain on digital assets - 1,812,348 - 1,812,348 Change in FV of derivative - 55,146 55,146 Change in FV of warrant liability - 22,377 22,377 Interest income - 107,595 107,595 Interest expense - ( 283,011 ) ( 283,011 ) Foreign currency transaction loss - ( 521 ) - ( 521 ) Total other income (expense), net $ - $ 6,009,317 $ ( 97,867 ) $ 5,911,425 Net loss $ ( 8,811,746 ) $ 2,908,502 $ ( 97,867 ) $ ( 6,001,137 ) (d) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents consist primarily of amounts held in demand deposit accounts . (e) Digital Assets Digital assets consist of Bitcoin (“BTC”), Tether (“USDT”), and MindWaveDAO NILA tokens (“NILA Tokens”). Effective upon the adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets , the Company accounts for in-scope crypto assets that meet the definition of an intangible asset and are fungible as follows: ● BTC — Measured at fair value with changes in fair value recognized in the consolidated statement of operations within “Unrealized gain (loss) on digital assets.” BTC meets the criteria of ASU 2023-08 and is classified within Level 1 of the fair value hierarchy based on quoted prices in active markets. ● USDT — Tether is a stablecoin pegged to the U.S. dollar. The Company measures USDT at fair value and classifies USDT within Level 1 of the fair value hierarchy based on quoted prices on active cryptocurrency exchanges. Because USDT is designed to maintain a stable value relative to the U.S. dollar, changes in fair value are generally not material. ● NILA Tokens — The NILA Tokens are utility tokens issued within the MindWaveDAO ecosystem. NILA Tokens trade on a limited number of centralized cryptocurrency exchanges, primarily the NILA/USDT trading pair. The Company measures NILA Tokens at fair value and classifies them within Level 2 of the fair value hierarchy based on quoted prices for identical or similar assets in markets that are not considered active due to the limited number of trading venues and relatively low trading volume. Gains and losses realized upon the sale of NILA Tokens are recognized within “Realized gain (loss) on sale of digital assets” in the consolidated statement of operations. Unsold NILA Tokens are remeasured at fair value at each reporting date, with unrealized changes recognized within “Unrealized gain (loss) on digital assets” in the consolidated statement of operations. F- 9 The Company is not a broker-dealer, exchange, or investment company. Digital asset activities are limited to the holding, sale, and conversion of tokens acquired in the Merger accordingly, the digital assets are classified as noncurrent in the accompanying consolidated balance sheet. (f) Fair Value Measurements The Company follows a three-level hierarchy for fair value measurements as follows: Level 1 Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date Level 2 Observable inputs other than quoted prices in Level 1 Level 3 Unobservable inputs requiring management estimates (g) Mergers and Acquisitions The Company accounts for mergers and acquisitions in accordance with ASC 805, Business Combinations. Under this standard, the Company determines whether the acquiree meets the requirements to constitute a business in accordance with ASC 805-10-55-5A. If the acquiree meets the requirements to constitute a business, the acquisition method of accounting is applied, whereby the results of operations of acquired businesses are included in the consolidated financial statements from the date of acquisition. The identifiable assets acquired and liabilities assumed are recognized at their estimated fair value at the acquisition date. Regarding the merger transaction dated December 1, 2025, the acquiree, MindWave Innovations Inc, maintains substantially all fair value of gross assets in a singular identifiable asset category. Therefore, the transaction is accounted for as an asset acquisition wherein the fair value of the net assets assumed by the company was determined to be equivalent to the Series A Convertible Preferred Stock issued as consideration. In accordance with an asset acquisition, no goodwill was recorded (See note 4). (h) Stock-Based Compensation The Company accounts for stock-based compensation using the fair value of equity awards measured at the grant date and recognized as expense over the requisite service period. Stock-based compensation issued to the employees of subsidiaries is recognized as a capital contribution from the Company to the respective subsidiaries (See note 8). (i) Warrants The Company classifies warrants as either equity or liabilities. Warrants that are indexed to the Company’s own stock and meet the criteria for equity classification are recorded in stockholders’ equity. Warrants previously classified as liabilities are measured at fair value each reporting period, with changes recognized within “Change in fair value of warrant liabilities” in the consolidated statement of operations. (j) Revenue Recognition The Company has not generated revenue from its biopharmaceutical operations. Proceeds from the sale of cryptocurrencies maintained by the Company, inclusive of USDT; BTC; and NILA Tokens, are recognized as realized gains or losses on sale of digital assets and are not considered revenue. F- 10 (k) Leases The Company classifies its leases as either operating or financing. For operating leases with terms greater than 12 months, at the commencement date, the Company recognizes a right-of-use (“ROU”) asset and a corresponding lease liability. The lease liability is measured at the present value of future lease payments, discounted using the Company’s incremental borrowing rate when the rate implicit in the lease is not readily determinable. For finance leases, the Company will recognize an asset as property and equipment and a corresponding liability. (l) Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. (m) Loss Per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similarly, except that the denominator includes potentially dilutive securities when their effect is dilutive. For all periods presented, diluted loss per share is the same as basic loss per share because the Company was in a net loss position, and the inclusion of potentially dilutive securities would be anti-dilutive. (n) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits and digital assets. Cash is maintained at financial institutions in amounts that may exceed federally insured limits. The Company has not experienced any losses on such accounts. (o) Deferred Offering Costs Costs directly attributable to a proposed offering of equity securities are deferred and recorded as an asset and charged against the proceeds of the offering. In the event debt offering costs are deferred, the unamortized balance is reflected as a debt discount to the principal value of the debt issued. If the offering is abandoned, deferred offering costs are charged to expense (See note 7). Note 3 GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred recurring operating losses and negative cash flows from operations. For the year ended December 31, 2025, the Company reported a net loss of $ 6,001,137 and used cash in operations of $ 8,925,777 . As of December 31, 2025, the Company had an accumulated deficit of $ 10,393,061 , cash and cash equivalents of $ 1,636,655 , and working capital of $ 3,277,403 . The measurement of working capital for The Company excludes the fair value of aggregate digital assets, primarily consisting of Bitcoin, and is not subject to liquidity and volatility risks consistent with cryptocurrency with regards to working capital. The Company has not generated revenue from its biopharmaceutical operations and expects significant manufacturing costs in association with continued development of the BioBusiness’ lead asset, Apitox, to be incurred in the first quarter and onward into 2026. The Company does receive proceeds in the form of USDT from the sale of NILA tokens, which are used, in part, to satisfy select operating expenses directly related to the digital asset segment of the business. However, these proceeds are not sufficient to sustain the Company’s operations for the twelve months following issuance of these financial statements. In addition, proceeds from the PIPE convertible note offering have been dispersed with allocation described within (see note 7). These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to mitigate these conditions include: (i) continuing sales of NILA Tokens for USDT to ensure immediate liquidity to digital asset operations (ii) pursuing access to future PIPE convertible note proceeds; (iii) seeking additional equity or debt financing; and (iv) implementing cost reduction measures. There can be no assurance that the Company will be successful in implementing these plans. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. F- 11 Note 4 ACQUISITION OF MINDWAVE INNOVATIONS Description of the Transaction On December 1, 2025, Apimeds Pharmaceuticals US, Inc, a Delaware corporation (the Company or “Apimeds”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) Apimeds Merger Sub, Inc., a Delaware corporation, (ii) MindWave Innovations Inc, a Delaware corporation (“MindWave”), (iii) Lokahi Therapeutics, Inc., a Nevada corporation, and (iv) Erik Emerson, solely in his capacity as representative for the BioBusiness. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement. On December 10, 2025, the Merger Agreement was amended to correct scrivener’s errors in the original document. Pursuant to the terms and conditions of the Merger Agreement, a certificate of merger (the “Certificate of Merger”) was filed with the Secretary of State of the State of Delaware (the “DE SOS”) (such time of the filing of the Certificate of Merger, the “Effective Time”), in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). Pursuant to the Certificate of Merger, Merger Sub was merged with and into the MindWave (the “Merger”), with the MindWave surviving the Merger as the Surviving Corporation. As a result of the Merger, the Company MindWave became a direct wholly owned subsidiary of the Company. At the Effective Time, all the property, rights, privileges, powers and franchises of MindWave and Merger Sub were vested in Apimeds Pharmaceuticals US, the Surviving Corporation, and all the debts, liabilities and duties of the MindWave and Merger Sub became the debts, liabilities and duties of the Surviving Corporation. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date. The Company determined that it is the accounting acquirer in the transaction as the consideration issued does not provide MindWave with voting control of the combined entity, MindWave does not have the ability to appoint members to the Company’s board of directors, and the senior management of the Company remains largely intact following the transaction. In applying the concentration test practical expedient under ASC 805-10-55-5A, the Company determined that substantially all the fair value of MindWave’s gross assets, approximately 99.9 %, is concentrated in digital assets, which represents a group of similar identifiable assets. Accordingly, the acquired set does not meet the definition of a business, and the transaction has been accounted for as an asset acquisition under ASC 805-50. The assets and liabilities of MindWave at the acquisition date were determined to approximate fair value, as the digital assets held by MindWave are measured at fair value and remeasured each reporting period through earnings, and the remaining assets and liabilities are short-term in nature such that their carrying values approximate fair value. Consideration Transferred As the transaction was consummated through the issuance of non-cash consideration in the form of Series A Convertible Preferred Stock, which is not publicly traded and does not have a readily determinable market value, the Company measured the transaction using the more readily determinable fair value of the net assets acquired in accordance with ASC 805-50-30-2. F- 12 Assets Acquired and Liabilities Assumed The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the Closing Date. Because the transaction was deemed an asset acquisition, as seen in “Description of the Transaction” no goodwill was recorded. Fair Value at December 1, 2025 Assets acquired: Cash and cash equivalents $ 15,345 Digital assets: BTC 90,838,200 Digital assets: USDT 4,662,517 Digital assets: NILA Tokens 50,804,304 Other assets 1,002 Total identifiable assets acquired 146,321,367 Liabilities assumed: Accounts payable and accrued liabilities $ 669,570 Other liabilities 316,090 Total liabilities assumed 985,659 Net identifiable assets acquired 145,335,708 Goodwill - Total consideration transferred $ 145,335,708 The allocation of the purchase price is based on management’s assessment of the fair values of the identifiable assets acquired and liabilities assumed as of the Closing Date. Non-Cash Consideration Disclosure Pursuant to the terms and conditions of the Merger Agreement, Series A Convertible Preferred Stock was issued to the respective owners of MindWave Innovations. Being a non-cash transaction, the company used the fair value of the net assets acquired by the company at the closing date of the merger, December 1, 2025, to measure the consideration as the fair value of the assets was readily determinable. The issuance of 7,477,017 shares of Series A Convertible Preferred Stock with an aggregate fair value of $ 145,335,708 in connection with the Merger represents a non-cash investing and financing activity and is disclosed in the supplemental schedule of non-cash activities accompanying the consolidated statement of cash flows. The digital assets acquired in the Merger with an aggregate fair value of $ 146,305,021 (consisting of BTC $ 90,838,200 , USDT $ 4,662,517 , and NILA Tokens $ 50,804,304 ) represent non-cash assets acquired in a business combination. Note 5 DIGITAL ASSETS AND TOKEN ACTIVITIES As a result of the Merger, the Company acquired digital assets consisting of BTC, USDT, and NILA Tokens on December 1, 2025. The Company holds digital assets primarily for liquidity and volatility mitigation purposes and is not a broker-dealer, exchange, or investment company. F- 13 Digital Asset Holdings Activity During the Period (December 1, 2025, through December 31, 2025) BTC USDT NILA Tokens Total Balance acquired in Merger (12/1/2025) $ 90,838,200 4,662,517 50,804,304 146,305,021 Tokens sold (NILA for USDT) $ - 1,822,115 ( 4,251,507 ) ( 2,429,392 ) Realized gain (loss) on sale of NILA Tokens $ - - 4,197,394 4,197,394 Unrealized gain (loss) recognized $ ( 2,519,250 ) - 4,331,598 1,812,348 Balance at December 31, 2025 $ 88,318,950 6,484,632 55,081,789 149,885,371 Realized Gains and Losses During the period from December 1, 2025, through December 31, 2025, the Company sold 4,251,507 NILA Tokens for aggregate proceeds of 1,822,115 USDT (approximately $ 1,822,115 ). Realized gains and losses on the sale of digital assets are presented within “Realized gain (loss) on sale of digital assets” in the consolidated statement of operations. Unrealized Gains and Losses For the period from December 1, 2025, through December 31, 2025, the Company recognized unrealized gains (losses) on digital assets of $ 1,812,348 , presented within “Unrealized gain (loss) on digital assets” in the consolidated statement of operations. Custody and Risks The Company is exposed to risks inherent in digital asset holdings, including price volatility, cybersecurity risks, regulatory uncertainty, and concentration risk. The Company does not insure its digital asset holdings against loss or theft. USDT is a stablecoin that seeks to maintain a 1:1 peg with the U.S. dollar. The Company is exposed to the risk that USDT could trade materially below its pegged value, that the USDT issuer (Tether Limited) may not maintain adequate reserves, or that regulatory actions could affect the redeemability or value of USDT. NILA Tokens trade on a limited number of centralized cryptocurrency exchanges. The Company is exposed to liquidity risk, as there can be no assurance that the Company will be able to sell NILA Tokens at prices equal to or exceeding their carrying value. Daily trading volumes for NILA Tokens have historically been modest, and significant sales by the Company could adversely affect the trading price. Cash Flow Statement Presentation Proceeds from sales of digital assets are presented within investing activities in the consolidated statement of cash flows. Non-cash changes in the fair value of digital assets are reconciling items in the operating activities section. FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis As of December 31, 2025: Level 1 Level 2 Level 3 Total Assets: Digital assets — BTC $ 88,318,950 - - 88,318,950 Digital assets — USDT $ 6,484,632 - - 6,484,632 Digital assets — NILA Tokens $ - 55,081,789 - 55,081,789 Total assets at fair value $ 94,803,582 55,081,789 - 149,885,371 Liabilities: Warrant liabilities - - - - Derivative liability $ - 1,616,913 1,616,913 Total liabilities at fair value $ - - - 1,616,913 F- 14 The warrant liability as of May 12, 2025 (IPO date), was valued utilizing the Black-Scholes options pricing model with the following inputs: $ 1.81 of stock price, 4.09 % risk-free rate, 78.29 % volatility, 0 % dividend rate, and the expected term of 5 years. The warrant liability as of August 5 , 2025, was valued utilizing the Black-Scholes options pricing model with the following inputs: $ 1.78 of stock price, 3.74 % risk-free rate, 77.11 % volatility, 0 % dividend rate, and the expected term of 5 years. Upon issuance of the advisor warrants on August 5, 2025, the Advisor Warrants were reclassified to additional paid-in capital and will remain equity classified. Level 2 Valuation — NILA Tokens NILA Tokens are classified within Level 2 of the fair value hierarchy. The fair value of NILA Tokens is determined using quoted prices for the NILA/USDT trading pair on centralized cryptocurrency exchanges. Although NILA Tokens have observable pricing on exchanges including LBank, the limited number of trading venues (two exchanges as of December 31, 2025) and relatively modest daily trading volume (ranging from approximately $ 200,000 to $ 350,000 in 24-hour volume) indicate that the market does not meet the “active market” threshold required for Level 1 classification. Management considers the exchange-quoted prices to represent observable market inputs that are corroborated by transaction data, supporting Level 2 classification. Level 3 Valuation — Derivative Liability The derivative liability associated with the variable conversion feature of the PIPE convertible note is classified within Level 3 of the fair value hierarchy. The fair value is determined using a Monte Carlo simulation wherein a probability-weighted scenario analysis incorporating the Company’s stock price, expected volatility, remaining term of the note, and the contractual 20 % discount to the minimum volume-weighted average price over a five-day lookback period is run. Changes in the fair value of the derivative liability are recognized in other income (expense) in the consolidated statements of operations. Level 3 Roll forward — Derivative Liability Beginning Balance - December 31, 2024 $ - Initial Recognition upon Issuance 1,672,059 Re-measurement adjustments: Change in fair value of derivative liability ( 55,146 ) Ending balance – December 31, 2025 $ 1,616,913 The change in fair value of derivative liability recognized in earnings during the year ended December 31, 2025, was $ 55,146 and is included in “Change in FV of derivative liability” in the consolidated statement of operations. Level 3 Roll forward — Warrant Liabilities Beginning Balance - December 31, 2024 $ - Advisor warrant liability incurred in connection with the IPO 183,931 Re-measurement adjustments: Change in fair value of warrant liability ( 22,377 ) Re-classification to equity upon issuance of warrants ( 161,554 ) Ending balance – December 31, 2025 $ - The change in fair value of warrant liabilities recognized in earnings during the year ended December 31, 2025 (prior to reclassification) was $ 22,377 and is included in “Change in FV of warrant liability” in the consolidated statement of operations. F- 15 Note 6 DEBT AND FINANCING ARRANGEMENTS Convertible Notes In connection with the merger, the company executed a securities purchase agreement on December 1, 2025, of an aggregate maximum principal amount equal to $ 129,000,000 to be assigned in tranches, when or if the company desires to exercise said tranches. Each note is issued in the form of senior secured convertible notes to be converted into common shares of the company stock at any time the investor (“ the buyer” ) elects to do so. On the date December 8, 2025, the company executed the first, and only, senior secured convertible note (“the note”) in connection with the securities purchase agreement disclosed herein for a principal amount of $ 10,900,000 . The gross issuance of the note was equal to $ 10,000,000 , of which, the company recorded issuance costs of $ 1,446,000 (inclusive of $ 500,000 deferred offering costs) and a derivative liability addressing variable conversion terms equivalent to $ 1,672,059 upon issuance of the note. The note maintains an issuance date of December 8, 2025 and a maturity date one year from issuance, December 8, 2026 . Upon issuance, the Company disbursed a total amount of $ 1,104,000 to its respective subsidiary, MindWave Innovations, and currently holds an amount of $ 8,000,000 in an investor-controlled Deposit Account Control Agreement wherein the Company does not possess the ability to actively draw upon the dollar amount described. This total of $ 8,000,000 is disclosed on the financial statements as restricted cash, given the funding has not been released to the Company as of December 31, 2025, or the subsequent period thereafter. In accordance with one year maturity, the note net of issuance costs, derivative, and original issue discount, are recorded as a current liability. Related Party Notes On the date March 21, 2025, the Company was issued an unsecured promissory note in the principal amount of $ 250,000 by Inscobee Inc. (“Inscobee”), a stockholder of the Company. The note bears interest at a rate of 5 % per annum, with principal and accrued interest due and payable on May 19, 2026. The note is prepayable by the Company at any time without penalty. The note is classified as a current liability on the consolidated balance sheet based on the May 19, 2026 maturity date. The note is in addition to two notes issued by the same party in the previous year of 2024, combining to an aggregate principal amount of $ 500,100 as of December 31, 2025. At December 31, 2025, the company had an advance payable to its CEO of $ 12,000 reflected as advance payable related party on the accompanying consolidated balance sheet. Note 7 STOCKHOLDERS’ EQUITY Authorized Capital As of December 31, 2025, the Company’s authorized capital stock consisted of: Class Shares Authorized Par Value Common Stock 100,000,000 0.001 Preferred Stock 10,000,000 0.001 Of the authorized preferred stock, 7,477,017 shares have been designated as Series A Convertible Preferred Stock. Common Stock As of December 31, 2025, and the subsequent period thereafter, there were 12,575,983 shares of common stock issued and outstanding. F- 16 Series A Convertible Preferred Stock In connection with the Merger (see Note 4), on December 1, 2025, the Company issued 7,477,017 shares of Series A Convertible Preferred Stock to the former stockholders of MindWave Innovations. The aggregate fair value of the Series A Preferred Stock was equivalent to the fair value of the net assets acquired from MindWave. The material terms of the Series A Preferred Stock are as follows: ● Conversion: Each share of Series A Preferred Stock is convertible into 20 shares of common stock, which convert automatically upon majority shareholder approval. ● Voting rights: The Series A Preferred Stock does not maintain any voting rights. ● Redemption: The Preferred Stock issued is not redeemable The Company evaluated the Series A Preferred Stock under ASC 480 and determined that the instrument is classified in permanent equity based on the terms of the Merger. The issuance of 7,477,017 shares of Series A Preferred Stock at an aggregate fair value of $ 145,335,708 represents a non-cash financing activity and is disclosed in the supplemental schedule of non-cash activities. Note 8 STOCK-BASED COMPENSATION Equity Incentive Plan The Company maintains the 2024 Equity Incentive Plan (the “Plan”), under which the Company may grant stock options, restricted stock units, and other equity awards to employees, directors, and consultants. As of December 31, 2025, 2,096,679 shares were authorized for issuance under the Plan, of which 1,096,679 shares were granted in the form of stock options, and 1,000,000 shares were issued to executives in the form of common stock. The Plan currently maintains 0 shares available for issuance. Stock Option Activity Number of Options Weighted Average Exercise Price Weighted-Average Remaining Contractual Term (In Years) Issued and outstanding, December 31, 2024 213,692 $ 7.33 4.45 Granted 1,096,679 $ 1.94 9.70 Exercised - - - Forfeited/Expired - - - Issued and outstanding, December 31, 2025 1,310,371 $ 2.82 8.85 Exercisable at December 31, 2025 432,645 $ 4.57 7.04 Stock-Based Compensation Expense Year Ended Year Ended 12/31/2025 12/31/2024 Research and development $ 468,329 $ - General and administrative 1,575,857 69,993 Total stock-based compensation $ 2,044,186 $ 69,993 F- 17 As of December 31, 2025, total unrecognized compensation cost related to unvested awards was $ 1,121,242 , which is expected to be recognized over a weighted-average period of 2.56 years. Parent Awards to Subsidiary Employees Certain equity awards of the Company have been granted to employees who are now employees of Lokahi Therapeutics (“the BioBusiness”). Because there is no recharge arrangement (an agreement in which the subsidiary reimburses the parent for the cost of stock-based awards granted to the subsidiary’s employees), between the Company and the BioBusiness, the Company recognizes the stock-based compensation expense associated with these awards in its consolidated statement of operations. In the standalone financial statements of Lokahi, the expense is offset by a corresponding capital contribution from the Company. For the year end December 31, 2025, stock-based compensation of $ 38,055 was attributable to Lokahi employees. Note 9 WARRANTS Outstanding Warrants As of December 31, 2025, the following warrants were outstanding: Description Shares Exercise Price Classification Representative Warrants 168,750 5.00 Equity Representative Warrants 202,500 4.00 Equity Advisory Warrants 745,663 1.78 Equity Total 1,116,913 Reclassification from Liabilities to Equity During the year ended December 31, 2025, the Company reclassified warrants previously classified as liabilities to stockholders’ equity. Prior to the reclassification, the warrants were measured at fair value at each reporting date in accordance with ASC 815-40, with changes in fair value recognized within “Change in fair value of warrant liabilities” in the consolidated statement of operations. The reclassification occurred on August 5, 2025, as a result of official issuance. On the date of reclassification, the warrants had a fair value of $ 161,554 , which was reclassified from warrant liabilities to additional paid-in capital . Fair Value Changes Prior to Reclassification For the year ended December 31, 2025, the Company recognized a loss of $ 22,377 related to the change in fair value of warrant liabilities (from January 1, 2025, through the reclassification date). This amount is included within “Change in fair value of warrant liabilities” in the consolidated statement of operations. Note 10 Net Loss Per Share The Company’s basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including shares underlying the Series A convertible preferred shares, senior secured convertible notes, stock options, and stock warrants. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. F- 18 The following table encapsulates all potential shares of common stock that were excluded from the computation of weighted-average diluted shares. Common Share Equivalents Series A convertible preferred shares ( 1:20 conversion ratio) 149,540,340 Stock options 512,620 Warrants 1,116,913 PIPE convertible note 8,307,927 Total anti-dilutive shares excluded 159,477,800 Note 11 LEASES Operating Lease On December 12, 2025, the Company entered into an operating lease for office space located in San Diego California, United States. The lease has a term of 3 years, commencing on January 1, 2026, and expiring on December 31, 2028 . The lease provides for monthly base rent of $ 5,940.90 , subject to annual escalation of 3 %. The Company’s incremental borrowing rate used to discount the lease liability was 5 %. As of December 31, 2025, the Company had made only the initial signing payment of $ 18,362 . Remaining future lease payments had not yet commenced. Balance Sheet Classification Operating Lease December 31, 2025 Right-of-use asset, net $ 187,395 Lease liability — current $ 39,578 Lease liability — non-current 129,454 Total lease liability $ 169,032 Lease Cost Year Ended 12/31/2025 Operating lease cost $ - Short-term lease cost - Total lease cost $ - Future Minimum Lease Payments Year Ending December 31, 2025 Amount 2026 $ 47,527 2027 67,310 2028 69,330 Thereafter - Total undiscounted lease payments 184,167 Less: imputed interest ( 15,135 ) Present value of lease liabilities $ 169,032 F- 19 Supplemental Information Year Ended 12/31/2025 Cash paid for amounts included in lease liabilities $ - Weighted-average remaining lease term (years) 2.9 Weighted-average discount rate 5.0 % Note 12 RELATED PARTY AND INTERCOMPANY TRANSACTIONS Related Party Transactions On March 21, 2025, the Company received $ 250,000 in loan proceeds from Inscobee Inc. (“Inscobee”), a majority stockholder of the Company, pursuant to an unsecured promissory note maturing on December 31, 2026. See note 7 for additional information regarding terms and conditions. During the year, an officer of the Company advanced the Company $ 250,000 the Company repaid this amount in full. At December 31, 2025, the Company owed this officer $ 12,000 for additional unreimbursed expenses. Note 13 INCOME TAXES Income Tax Expense (Benefit) The Company recorded income tax expense (benefit) of $0 for the year ended December 31, 2025. Effective Tax Rate Reconciliation The Company adopted Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis within its annual reporting for the year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related to the effective tax-rate reconciliation, including additional disaggregation requirements prescribed by the standards. During 2025, the Company elected accelerated amortization under the transition provisions of the One Big Beautiful Bill Act for previously capitalized domestic research and experimental expenditures. As a result of accelerating the deduction of the remaining $ 252,981 of capitalized costs, the related deferred tax asset was fully reversed during the year. For the years ended December 31, 2025 2024 U.S. Federal statutory tax rate ( 1,260,238 ) 21.0 % $ ( 291,898 ) 21.0 % State and local income tax, net of federal income tax effect New Jersey ( 295,523 ) 4.9 % ( 62,529 ) 4.5 % Valuation allowance 295,523 - 4.9 % 62,529 - 4.5 % Changes in valuation allowances 1,209,037 - 20.0 % 278,165 - 20.0 % Nontaxable or nondeductible items Accretion expense 52,322 - 0.9 % 16,790 - 1.2 % Other 1,665 0.0 % 172 0.0 % Other Adjustments Intangible true-up ( 2,786 ) 0.1 % ( 3,228 ) 0.2 % Income tax $ - 0.0 % $ - 0.0 % F- 20 Deferred Tax Assets and Liabilities For the years ended December 31, 2025 2024 Net operating loss carry forwards $ 2,470,869 $ 741,321 Stock based compensation 685,998 151,750 Accruals ( 0 ) 182,509 Capitalized research and development - 66,117 Intangible assets 1,776 ( 824 ) Fixed Assets ( 14,496 ) - Right of use assets ( 4,799 ) - Change in fair value of digital assets ( 473,657 ) - Change in fair value of warrant liabilities ( 5,848 ) - Change in fair value of derivatives ( 14,412 ) - Total deferred tax assets 2,645,231 1,140,873 Valuation allowance ( 2,645,231 ) ( 1,140,873 ) Net deferred tax assets $ - $ - The Company has cumulative federal net operating losses of $ 9,473,032 and state net operating losses of $ 9,377,473 which do not expire but are subject to an 80 % utilization against future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. As of December 31, 2025, the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended December 31, 2025 and 2024. The Company did not recognize any interest or penalties during the 2025 fiscal year related to unrecognized tax benefits. F- 21 Note 14 COMMITMENTS AND CONTINGENCIES License Agreement On August 2, 2021, the Company entered into a business agreement with Apimeds Korea. Under the agreement, the Company received the right to continue any clinical trial and acquire the permits and approval necessary from the U.S. Food and Drug Administration. The Company will pay Apimeds Korea a royalty of 5 % of the earnings before interest and taxes, delivered from the sale or license of Apitox less any credits and charges, however, the royalty terms shall not apply when shares of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third party. On October 12, 2021, the Company entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of the Company. Under the agreement, the Company was granted the exclusive right and license under the licensed patents to make and sell the licensed products in the United States of America. The agreement commenced on the effective date and shall remain in force for each licensed product on a licensed product-by-licensed-product basis for rights and obligations concerning the licensed patent, until the expiration of the last to expire valid claim of a licensed patent. The total consideration exchanged for the exclusive license agreement was $ 1 . Legal Proceedings From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of December 31, 2025, the Company was not a party to any legal proceedings that management believes would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Future Commitments During the year ended December 31, 2025, the Company entered into an agreement to accumulate a prepaid balance with its respective Clinical Research Organization, Prevail InfoWorks Inc, pertaining to future clinical trial execution. The total remaining obligation associated with this agreement is $ 1,065,405 as of December 31, 2025. During the year ended December 31, 2025 the Company entered into an agreement with Piramal Pharma Solutions, Inc. to manufacture clinical trial material for its lead Biopharmaceutical asset, Apitox. The Company holds customary employment agreements with its key executives. These employment agreements provide for compensation in the form of salary, employee benefits, stock compensation, discretionary bonuses. The contract in place for the President of Lokahi Therapeutics (“The BioBusiness”) includes a severance package equivalent to twenty four (24) months of salary and benefits, or $ 1,000,000 . These employment agreements have been assigned to the BioBusiness, Lokahi Therapeutics. Indemnification Agreements The Company has entered into indemnification agreements with its directors and officers. Under these agreements, the Company may be required to indemnify its directors and officers against certain liabilities that may arise by reason of their status or service. The Company has not incurred material costs related to these indemnification provisions and has not accrued any liabilities related to such obligations as of December 31, 2025. Note 14 SUBSEQUENT EVENTS The Company has evaluated subsequent events the date on which the consolidated financial statements were available to be issued. ● Pursuant to the securities purchase agreement outlined in note 6, the company expects to continue funding operations through the execution of additional convertible notes in accordance with the maximum aggregate principal to fund operations of the parent, and its respective subsidiaries. ● On March 30, 2026, the BioBusiness issued a $ 1,000,000 secured promissory note (“The 2026 Promissory Note”) to Keren Eliyahu Charitable Trust. The 2026 Promissory Note bears a non-compounding return (“The Repayment Amount”) equivalent to one hundred and ten percent ( 110 %) of the principal amount. The 2026 Promissory Note maintains a maturity date of May 15, 2026 , upon which, the Repayment Amount of $ 1,100,000 shall be due. As collateral within the agreement, the BioBusiness has pledged it’s Certificate of Deposit (“The CD”) having a value equal to or greater than $ 1,700,000 towards payment of the aggregate principle and interest on the 2026 Promissory Note. ● On February 5, 2026, MindWave issued a $ 750,000 intercompany note (“The Interco Note”) to the BioBusiness. The Interco Note bears zero percent interest in the event that the principal amount of $ 750,000 is paid in full to the BioBusiness no longer than 10 days following the preferred share conversion (see note 4). Upon a failure to repay the Interco Note principal amount in full within the time window provided, the note will then bear an eight percent ( 8 %) interest rate per annum. ● On April 24, 2026, the Company and its respective subsidiaries entered into a Settlement Agreement which resolves all outstanding disputes among related parties. Pursuant to the Settlement Agreement, the Company plans to issue 2,515,194 shares of common stock to investment banking advisory partners. F- 22