0001213900-25-117173 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2025 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2025, is by and among Apimeds Pharmaceuticals US, Inc., a Delaware corporation with offices located at 100 Matawan Road, Suite 325, New Jersey, NJ 07747 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2025 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 1, 2025, is by and among Apimeds Pharmaceuticals US, Inc., a Delaware corporation with offices located at 100 Matawan Road, Suite 325, New Jersey, NJ 07747 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
VOTING AGREEMENTVoting Agreement • December 2nd, 2025 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • New York
VOTING AGREEMENT, dated as of December 1, 2025 (this “Agreement”), by and between Apimeds Pharmaceuticals US, Inc., a Delaware corporation with offices located at 100 Matawan Road, Suite 325, New Jersey, NJ 07747 (the “Company”) and [ ] (the “Stockholder”).
WARRANT TO PURCHASE COMMON STOCK APIMEDS PHARMACEUTICALS US, INC.Warrant Agreement • December 2nd, 2025 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, E.F. Hutton & Co. LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 1, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on December 1, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Company”), up to 712,880 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCKHOLDER SUPPORT AGREEMENT AND LOCK-UP AGREEMENTStockholder Support Agreement and Lock-Up Agreement • December 2nd, 2025 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
This STOCKHOLDER SUPPORT AND LOCK-UP AGREEMENT (this “Agreement”) is entered into by MindWave Innovations Inc, a Delaware corporation (the “Company”), Apimeds Pharmaceuticals US, Inc., a Delaware corporation (the “Acquiror”), and certain stockholders of the Acquiror whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”) and is dated December 1, 2025 (the “Signing Date”).
AGREEMENT AND PLAN OF MERGER dated as of December 1, 2025 by and among APIMEDS PHARMACEUTICALS US, INC., as the Acquiror APIMEDS MERGER SUB, INC., as the Merger Sub MINDWAVE INNOVATIONS INC, as the Company, LOKAHI THERAPEUTICS, INC., as Bio Sub, and...Merger Agreement • December 2nd, 2025 • Apimeds Pharmaceuticals US, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 1, 2025, is entered into by and among Apimeds Pharmaceuticals US, Inc., a Delaware corporation (“Acquiror”), Apimeds Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with the Acquiror, the “Acquiror Parties”), MindWave Innovations Inc, a Delaware corporation (the “Company”), Lokahi Therapeutics, Inc., a Nevada corporation (“Bio Sub”), and Erik Emerson, solely in his capacity as representative for the Bio Business (the “Bio Business Representative”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement or as otherwise defined throughout this Agreement.