Full Press Release Details
Apimeds and MindWave Announce Merger, Integrating
Biotech Growth with AI-Driven Digital Treasury Yield Generation Backed by $100M PIPE
Apimeds Pharmaceuticals US, Inc. (NYSE American:
APUS) announced a merger with MindWave Innovations Inc, uniting Apimeds' late-stage, non-opioid pain-management biologic portfolio
with MindWave's AI-driven Bitcoin treasury, digital asset yield generation, and $NILA-powered ecosystem. The combined company integrates
high-growth biotechnology and institutional digital-treasury capabilities, with the merger supported by a simultaneous PIPE of up to $100
million to advance Apimeds' clinical programs and expand MindWave's digital asset infrastructure.
Matawan, N.J. -- (BUSINESS WIRE) -- (NYSE
American: APUS) Apimeds Pharmaceuticals US, Inc. ("Apimeds"), a clinical-stage biotechnology company that completed its
IPO in May 2025, today announced that it has merged with MindWave Innovations Inc ("MindWave"; the transaction, the "Merger").
Today, Apimeds and MindWave signed the merger agreement (the "Merger Agreement") outlining the terms of the Merger, thus paving
the way for a dual-growth enterprise spanning advanced biotechnology and institutional digital-asset treasury solutions.
The Merger brings together two high-growth industries-biopharmaceutical
innovation and digital-asset financial technology-forming a combined entity positioned to pursue diversified revenue streams and
accelerate product development.
MindWave is a global leader in AI-driven Bitcoin
and yield-generation technologies, operating in one of the fastest-growing segments of the digital-asset market. Bitcoin remains the most
established and highly valued cryptocurrency, and MindWave's platform is designed to help institutions securely hold, manage, and
generate yield from Bitcoin reserves.
MindWave's three-pronged strategic framework
Together, these capabilities make MindWave one
of the first companies to pursue a publicly traded, institutional-focused Digital Asset Treasury (DAT) model.
Apimeds focuses on developing non-opioid, biologic-based
therapies for pain management. Its lead product candidate, Apitox, is in late-stage clinical development for the treatment of knee osteoarthritis
(the "Apimeds Business"). Promptly following the closing of the Merger and pursuant to the Merger Agreement, Apimeds will
transfer its assets and liabilities to its wholly owned subsidiary, where the Apimeds Business will continue.
Erik Emerson, CEO of Apimeds, commented:
"As Apimeds moves toward its Phase 3 clinical
trial initiation, we continue to focus on financing and expansion. When I met the leadership team at MindWave and saw the strength and
scalability of their business, it became clear this merger represented a unique opportunity. Biotech requires significant capital, and
integrating a high-yield digital asset business with strong cash-flow potential will allow us to accelerate our therapeutic programs."
Dr. Vin Menon, Founder and CEO of MindWave, noted:
"The NYSE American listing, combined with
our three-pronged approach to Bitcoin Treasury infrastructure, refined AI-supported yield capabilities, and a scalable multi-vertical
ecosystem powered by the $NILA token, positions MindWave at the forefront of institutional digital treasury management. Joining forces
with Apimeds creates a diversified organization designed to drive long-term value and maximize stockholder returns."
E.F. Hutton & Co. ("E.F. Hutton")
is proud to have served as the exclusive M&A advisor to Apimeds and MindWave in connection with the merger, and as the exclusive placement
agent for the concurrent PIPE of up to $100 million in financing. E.F. Hutton's role reflects its commitment to supporting the combined
company's strategic growth across late-stage biotech development and institutional Digital Asset Treasury Solutions.
Nelson Mullins Riley & Scarborough LLP acted
as legal advisor to Apimeds. Thunder Rock Capital LLC, a division of Finalis Securities LLC, acted as an advisor to MindWave. Duane Morris
LLP acted as legal advisor to MindWave.
ABOUT APIMEDS PHARMACEUTICALS US, INC.
Apimeds Pharmaceuticals US, Inc. (NYSE American:
APUS) is a clinical-stage biopharmaceutical company focused on developing non-opioid, biologic-based therapies for pain management. For
more information visit www.apimedsus.com.
ABOUT MINDWAVE INNOVATIONS INC
MindWave Innovations Inc is a leading provider
of institutional Digital Asset Treasury (DAT)
solutions, specializing in compliant Bitcoin treasury infrastructure, AI-driven yield capabilities, ClimateTech impact systems, and AdTech
engagement platforms.
The company's multi-vertical ecosystem is powered by its native token, $NILA, which enables governance, utility, and value flow
across its blockchain-integrated operations. For more information visit www.mindwavedao.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Merger and the related
transactions, Apimeds intends to file with the U.S. Securities and Exchange Commission (the "SEC") an Information Statement
pursuant to Section 14(c) of the Exchange Act of 1934 (the "Information Statement"), in preliminary and definitive form, and
other required documents regarding the Merger with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT,
AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY APIMEDS WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT APIMEDS, MINDWAVE, THE MERGER, AND THE RELATED RISKS AND RELATED MATTERS.
The Definitive Information Statement will be mailed
to stockholders of Apimeds. Investors will be able to obtain free copies of the Information Statement, as may be amended from time to
time, and other relevant documents filed by Apimeds with the SEC (when they become available) through the website maintained by the SEC
at www.sec.gov. Copies of documents filed with the SEC by Apimeds, including the Information Statement (when available), will be available
free of charge from Apimeds' website at www.apimedsus.com under the "Investors" tab.
FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical
fact, included in this report that address activities, events or developments that Apimeds expects, believes or anticipates will or may
occur in the future are forward-looking statements. Words such as "estimate," "project," "predict,"
"believe," "expect," "anticipate," "potential," "create," "intend,"
"could," "would," "may," "plan," "will," "guidance," "look,"
"goal," "future," "build," "focus," "continue," "strive," "allow"
or the negative of such terms or other variations and words and terms of similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are
not forward-looking.
These forward-looking statements include, but
are not limited to, statements regarding the Merger (including any related post-closing actions), the post-Merger company and its operations,
strategies and plans, integration of businesses, governance changes, debt levels and leverage ratio, capital expenditures, cash flows
and anticipated uses, synergies, opportunities and anticipated future performance, including the management team and board of directors
of the post-Merger company, expected use of proceeds from financing activities, any future acquisitions and the maintenance of bitcoin
reserves and related collateral arrangements. Information adjusted for the impact of the Merger should not be considered a forecast of
There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements included in this report. These include the risk
that Apimeds' and MindWave's businesses will not be integrated successfully, synergies and growth from the Merger may not
be fully realized or may take longer to realize than expected; potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the Merger; failure to obtain or maintain required listing approvals
or satisfy NYSE American continued listing standards; inability to consummate planned financings on acceptable terms or within expected
timeframes; volatility in bitcoin markets impacting collateral requirements; the risk that changes in Apimeds' capital structure
and governance following the Merger could have adverse effects on the market value of its securities; the ability of Apimeds and the post-Merger
company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on Apimeds
and the post-Merger company's operating results and business generally; the risk the Merger could distract management from ongoing
business operations or cause Apimeds or the post-Merger company to incur substantial costs; the risk that Apimeds may be unable to reduce
expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations
or enforcement practices; and other important factors that could cause actual results to differ materially from those projected. All such
factors are difficult to predict and are beyond Apimeds' and MindWave's control, including those detailed in Apimeds'
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Apimeds filed, or
to be filed, with the SEC that are or will be available on Apimeds' website at www.apimedsus.com and on the website of the SEC at
www.sec.gov. All forward-looking statements are based on assumptions that Apimeds and MindWave believe to be reasonable but that may not
prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Apimeds nor