APUS Sues Partner Inscobee in Hostile Takeover Corporate Drama

MATAWAN, NJ – March 24, 2026 – A corporate merger has descended into a bitter feud, with Apimeds Pharmaceuticals US, Inc. (NYSE American: APUS) accusing its Korean partner, Inscobee Inc., of orchestrating an illegal hostile takeover of its board of directors. The dispute is now headed for an emergency hearing in the Delaware Court of Chancery, the preeminent business court in the United States.

In a stunning announcement, APUS declared that Inscobee and its subsidiary, Apimeds Inc., committed a “material breach” of their merger agreement. The allegation stems from a March 20 securities filing in which Inscobee claimed to have removed all four sitting directors of APUS and installed three of its own hand-picked replacements by written consent of stockholders. APUS has labeled the action “void and of no legal effect,” setting the stage for a complex legal battle with international implications that threatens to derail a recent, and already complex, corporate marriage.

A Merger's Bitter Turn

The conflict centers on the very agreement that was supposed to bind the companies together. On December 1, 2025, APUS merged with MindWave Innovations Inc., a move designed to combine its clinical-stage biopharmaceutical work with MindWave's digital asset and AI-driven treasury strategy. As part of that deal, Inscobee, a major stockholder, signed a Stockholder Support and Lock-Up Agreement.

According to APUS, that agreement contained two crucial provisions that Inscobee has now allegedly violated. First, Inscobee granted APUS an irrevocable proxy over its 6,416,365 shares, a legal tool designed to ensure stockholder support for a transaction. The proxy was explicitly described as being “coupled with an interest” and one that “may under no circumstances be revoked.” Second, Inscobee waived its right to take any action that would “impede, disrupt, or adversely affect” the merger.

APUS alleges that Inscobee used those very same shares—the ones contractually bound by the irrevocable proxy—to execute the written consent to overthrow the board. Without those shares, the company argues, the consent would fall far short of the majority required under Delaware law, rendering the entire takeover attempt invalid on its face.

The Delaware Courtroom Showdown

In response to what it deems a brazen corporate coup, APUS and its subsidiary MindWave are turning to the Delaware Court of Chancery. They are preparing to file an emergency action under Section 225 of the Delaware General Corporation Law, a provision specifically designed to allow the court to quickly determine the rightful composition of a company's board of directors and prevent a company from being paralyzed by leadership disputes.

The case will likely hinge on the enforceability of the irrevocable proxy. Under Delaware law, a proxy can only be made irrevocable if it is tied to a specific “interest,” such as securing a loan or, in this case, ensuring the stability of a merger. APUS's legal team will argue that the language in the Lock-Up Agreement was clear and unambiguous, and that Inscobee’s actions represent a calculated breach of a binding contract.

To prevent further disruption, APUS is also seeking a Temporary Restraining Order (TRO). This would preserve the status quo by legally recognizing the existing board and preventing the purported new directors from taking any corporate action—such as accessing bank accounts, changing corporate records, or interfering with operations—while the court resolves the matter. The outcome in the Chancery Court could set a significant precedent for how such lock-up agreements are enforced in high-stakes M&A deals.

A Cross-Border Conflict with Global Stakes

The dispute highlights the inherent risks of international mergers, where differing corporate cultures and legal frameworks can create friction. Inscobee Inc. is a diversified Korean company with business lines ranging from mobile networks to its own biotechnology division, which develops vaccines and other bio-medicines. This overlap in the biotech space could suggest a strategic motivation for gaining control of APUS's assets and pipeline, particularly its late-stage, non-opioid pain biologic derived from bee venom.

Inscobee, which has a history of changing its corporate identity, has faced its own financial headwinds, reporting negative net income in recent filings. This could fuel speculation that the move against APUS was an aggressive attempt to acquire valuable assets and technology. The conflict is not just being fought on American soil. APUS has engaged legal counsel in Seoul to investigate and pursue all available remedies against Inscobee under Korean law, adding another layer of complexity. This dual-front legal war will test the durability of contracts that span international borders and disparate regulatory environments.

Collateral Damage: Investors and Innovation at Risk

Caught in the crossfire of this boardroom battle are the company's shareholders and its core mission. The APUS-MindWave merger was ambitious, aiming to fund the development of promising therapeutics like Apitox—a potential treatment for osteoarthritis and multiple sclerosis—by leveraging an AI-powered digital asset treasury. This innovative but complex model requires stability and unified leadership to succeed.

The current infighting threatens to unravel that strategy entirely. The uncertainty has already impacted the company’s stock, and the significant legal costs in both the U.S. and Korea will drain resources that could otherwise be used for research and development. Critical work being done by APUS subsidiary Lōkahi Therapeutics, which is advancing the Apitox clinical program, could face delays and disruptions as management attention is diverted to the legal fight.

In an effort to shield its operations, APUS has already taken defensive measures. It has notified its transfer agent not to recognize any instructions from the purported new directors and has informed the NYSE American exchange of the dispute. These actions are designed to build a firewall around the company's day-to-day functions, but the long-term health of the enterprise now rests in the hands of the Delaware court and the uncertain outcome of a partnership turned hostile.