Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and restated as follows: The information reported in Item 3 of the Original Schedule 13D is incorporated by reference into this Item 4. All of the shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons, as reported herein, are held for investment purposes. On December 1, 2025, the Issuer entered into an Agreement and Plan of Merger (as corrected as noted below, the "Merger Agreement") by and among the Issuer, Apimeds Merger Sub, Inc., wholly owned subsidiary of the Issuer, MindWave Innovations Inc. ("MindWave"), Lokahi Therapeutics, Inc. ("Lokahi") and Erik Emerson, solely in his capacity for Lokahi, pursuant to which on such date, Apimeds Merger Sub, Inc. merged with and into MindWave resulting in MindWave becoming a wholly owned subsidiary of the Issuer (the "Merger"), as reported in a Current Report on Form 8-K (the "Original 8-K") filed with the SEC on such date. On December 10, 2025, the Issuer filed an amendment to the Original 8-K (the "Amended 8-K") to clarify that the Merger Agreement contained certain scrivener's errors as described therein. Pursuant to the Merger Agreement, at the closing of the Merger, the stockholders of MindWave received as consideration 7,477,017 shares of Series A convertible preferred stock, par value $0.01 per share, of the Issuer (the "Series A Preferred Stock"), which when converted to Common Stock pursuant to the terms thereof would result in the MindWave stockholders owning 90.9% of the total issued and outstanding Common Stock of the Issuer on a fully-diluted basis. The shares of Series A Preferred Stock will automatically convert into shares of Common Stock on the date that is the later of (i) the effective date of the approval by the stockholders of the Issuer of the issuance of the shares of Common Stock upon the conversion of the Series A Preferred Stock in compliance with NYSE American LLC ("NYSE") listing rules, and (ii) the date on which NYSE has approved any required new listing application, including any resulting from a change in control or Reverse Merger (as defined in Section 341 of the NYSE American Company Guide). In connection with the Merger Agreement, also on December 1, 2025, the Reporting Persons, among others, entered into a stockholder support and lock-up agreement (the "Support & Lock-Up Agreement") with the Issuer and MindWave, and voting agreements (the "Voting Agreements") with the Issuer, as described more fully in Item 6 below. In connection with the Merger, representatives of the Issuer and MindWave made certain representations to the Issuer and the Reporting Persons, as applicable, regarding the Merger transaction, including MindWave's ownership of certain digital assets. As of the date of this Amendment No. 1, the Reporting Persons have engaged in discussions with representatives of the Issuer, including the Issuer's executive officers and board of directors (the "Board"), and the management of MindWave regarding the validity of these representations and the digital assets, including requesting that the Issuer provide Insobee access to certain books and records of the Issuer to investigate potential wrongdoing by the Board and the Issuer's executive officers in connection with the Issuer's entry into the Merger Agreement, the consummation of the Merger and the transactions that were contemplated and/or were effectuated thereby, as well as with respect to the Support & Lock-Up Agreement and the Voting Agreements. The Reporting Persons reserve the right to seek extraordinary corporate action, including but not limited to, commencement of litigation, including, but not limited to, actions related to the Merger and related agreements and the removal and replacement all of all of a portion of the members of the Board and executive officers of the Issuer. As of the date of this Amendment No. 1, the Reporting Persons constitute the majority stockholders of the Issuer. Accordingly, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. Except as otherwise described herein, the Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although each Reporting Person reserves the right, at any time and from time to time, to review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto. Each Reporting Person intends to review from time to time its investment in the Issuer and the Issuer's business affairs, financial position, performance and other investment considerations. In addition to the discussion disclosed above, each Reporting Person may from time to time engage in further discussions with the Issuer, its directors and officers, other stock