v3.26.1
Acquisition of Mindwave Innovations
 12 Months Ended
Dec. 31, 2025
Acquisition of Mindwave Innovations [Abstract]  
ACQUISITION OF MINDWAVE INNOVATIONS

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.

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.