Apimeds Pharmaceuticals US, Inc.: Major Strategic Moves and Subsidiary Expansion in 2025 Annual Report

Key Highlights from the 2025 Annual Report

• Significant Corporate Actions Approved:
  • Conversion of Series A Preferred Stock and Convertible Notes into Common Stock
  • 1-for-10 Reverse Stock Split and Change in Par Value
  • Substantial Amendments to Equity Incentive Plans
  • Change in Control of the Company Identified
• Emergence of Two Distinct Operating Subsidiaries:
  • Lokahi Therapeutics, Inc. (biopharma focus)
  • MindWave Innovations Inc. (digital asset treasury and institutional Bitcoin services)
• MindWave Innovations: Institutional Digital Asset Treasury Platform Launch
• Strong Focus on Bitcoin as Core Treasury Reserve
• Regulatory and Governance Developments

Details Investors Must Know

1. Corporate Actions and Shareholder Approvals

In December 2025, shareholders holding approximately 51% of the company’s common stock approved several transformative actions through written consent, bypassing the need for a special meeting. These actions include:

• Conversion of Series A Convertible Preferred Stock and Convertible Notes: These will be converted into common stock, increasing the common equity base.
• 1-for-10 Reverse Stock Split: All outstanding common shares will be consolidated at a 1-for-10 ratio, reducing the number of shares but increasing the nominal value per share. The par value will change from \$0.01 to \$0.001 per share.
• Equity Incentive Plan Changes: The 2024 Equity Incentive Plan will expand to allow issuance of up to 2,096,679 shares. A new 2025 Equity Incentive Plan is also being established.
• Change in Control: As a result of the merger, preferred stock, and note conversions, a change in control will occur, which is price-sensitive information for investors. The company will need to file a new listing application with NYSE American, and such approval is a condition for the conversions to take effect.

Shareholders: These actions could significantly affect the capital structure and potential future dilution. Importantly, the reverse split can impact the trading price and liquidity of the shares, and any delay or failure to receive NYSE American approval may halt the conversions, affecting company valuation.

2. Operating Structure: Subsidiaries and Diversification

Apimeds now operates through two wholly-owned subsidiaries:

• Lokahi Therapeutics, Inc.: Continues its focus on biopharmaceutical research and development, targeting age-associated diseases with a competitive edge in drug efficacy, safety, and intellectual property.
• MindWave Innovations Inc.: A new technology platform targeting institutional clients with a Digital Asset Treasury (DAT) solution centered on Bitcoin. MindWave’s strategy represents a significant pivot toward financial technology and digital assets, which could diversify and potentially enhance the group’s earnings profile.

3. MindWave Innovations: Institutional Bitcoin Strategy

MindWave Innovations has launched an institutional DAT platform designed to allow enterprises to hold, manage, and generate yield on Bitcoin reserves, with the following features:

• Secure Corporate Bitcoin Treasury Infrastructure: Targeted at public-company balance sheets and institutional controls.
• AI-Supported Yield Programs: These programs are intended to deliver risk-managed, programmatic Bitcoin yield, including InsureTech solutions.
• Validator-Enabled Ecosystem: Use of a native token, \$NILA, to support governance and utility across AdTech, ClimateTech, and insurance verticals.
• Bitcoin as Core Reserve Asset: MindWave’s group (including TechyTrade Dubai) claims to control 1,000 Bitcoin, held in segregated wallets, representing a substantial on-balance-sheet digital asset for the group.

Price Sensitivity: The holding of significant Bitcoin reserves and the pivot to digital asset services introduce both upside exposure and material risks associated with Bitcoin’s volatility. Investors should note the company’s ability to generate programmatic yield and to attract institutional clients could drive earnings growth but is contingent on regulatory clarity and market acceptance.

4. Regulatory and Market Risks

The institutional adoption of Bitcoin for treasury purposes is still in its early stages relative to the total addressable market. However, the company identifies a meaningful opportunity for compliant, risk-managed platforms. The regulatory environment in the US and globally remains uncertain, and future developments could materially impact MindWave’s business model.

• Regulatory Approvals and Compliance: The company is pursuing NYSE American approval for its listing application tied to the share conversions. Any delays or regulatory pushback could affect the timing or completion of these corporate actions.
• Bitcoin Regulatory Outlook: The SEC currently does not classify Bitcoin as a security, but the overall regulatory framework for digital assets continues to evolve.
• Internal Controls: The company is emphasizing institutional-grade governance, custody segregation, and audit readiness in its DAT platform to address compliance and risk management expectations from enterprise clients.

5. Revenue, Customer Base, and Go-to-Market Strategy

MindWave Innovations is targeting institutional clients, including public and private corporate treasury teams, institutional investors, asset managers, and high-net-worth organizations. The company has already generated revenues and does not depend on any single customer for more than 10% of its revenues—a sign of diversified early adoption.

Go-to-market efforts focus on direct enterprise outreach, partnerships with custodians and financial institutions, and education-led marketing initiatives. The company’s strategic pivot to institutional digital asset services is a significant development that could influence share value if successfully executed.

6. Competition and Market Positioning

The company cites its integration of a Bitcoin-centric reserve strategy, segregated institutional custody, AI-supported yield programs, and validator-enabled governance via \$NILA as differentiators. It believes this integrated approach addresses key adoption barriers for institutions entering the Bitcoin treasury and yield space and positions the group for long-term value creation.

Conclusion: Price Sensitive Developments

• Potential Share Price Impact: The approved conversion of preferred stock and convertible notes, the reverse split, and the expansion into digital asset treasury and yield services are all price-sensitive events. They could materially change the company’s capital structure, future earnings potential, and risk profile.
• Regulatory Approvals Remain a Key Risk: The effectiveness of these actions is contingent on NYSE American’s approval, and any regulatory setbacks could delay or prevent the planned capital structure changes and business expansion.
• Substantial Exposure to Bitcoin Volatility: The company’s treasury and yield strategy now have significant exposure to the Bitcoin market, introducing both outsized return potential and increased risk.

Shareholders and potential investors should closely monitor:

• The timeline and outcome of the NYSE American listing application
• The execution of the digital asset treasury strategy and initial client onboarding
• Ongoing regulatory developments affecting both digital assets and pharmaceutical operations
• Possible share price volatility around the effective date of the reverse split and conversions

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Readers should conduct their own research or consult a qualified financial advisor before making investment decisions. The information is based on the company’s 2025 Annual Report and may be subject to change or updates without notice. The company’s future performance is subject to various risks, including regulatory approvals, market acceptance, and volatility in the digital asset markets.

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