Aptorum Group Limited and DiamiR Biosciences Enter into Definitive Merger Agreement
Aptorum Group (NASDAQ: APM) has announced a definitive agreement for an all-stock merger with DiamiR Biosciences, a developer of blood-based tests for brain health and other diseases. Upon merger completion, DiamiR will become a wholly-owned subsidiary of Aptorum while maintaining its name.
The combined entity will remain listed on the Nasdaq Stock Market, aiming to leverage DiamiR's CLIA-licensed, CAP-accredited clinical laboratory in New Haven, CT. The merger strategically combines Aptorum's biopharmaceutical capabilities with DiamiR's expertise in blood-based testing, particularly focusing on brain health, neurodegenerative diseases, oncology, and autoimmune indications.
The combined company aims to generate revenue through biopharma services and biomarker panels for complex-biology indications.Aptorum Group (NASDAQ: APM) ha annunciato un accordo definitivo per una fusione interamente in azioni con DiamiR Biosciences, sviluppatore di test ematici per la salute cerebrale e altre malattie. Al completamento della fusione, DiamiR diventerà una controllata interamente posseduta da Aptorum, mantenendo il proprio nome.
La società combinata rimarrà quotata al Nasdaq Stock Market, puntando a sfruttare il laboratorio clinico di DiamiR, con licenza CLIA e accreditamento CAP, situato a New Haven, CT. La fusione unisce strategicamente le capacità biofarmaceutiche di Aptorum con l’expertise di DiamiR nei test basati sul sangue, con particolare attenzione alla salute cerebrale, alle malattie neurodegenerative, all’oncologia e alle indicazioni autoimmuni.
La società risultante mira a generare ricavi attraverso servizi biofarmaceutici e pannelli di biomarcatori per indicazioni di biologia complessa.
Aptorum Group (NASDAQ: APM) ha anunciado un acuerdo definitivo para una fusión completamente en acciones con DiamiR Biosciences, desarrollador de pruebas sanguíneas para la salud cerebral y otras enfermedades. Tras la culminación de la fusión, DiamiR se convertirá en una subsidiaria de propiedad total de Aptorum, manteniendo su nombre.
La entidad combinada seguirá cotizando en el Nasdaq Stock Market, con el objetivo de aprovechar el laboratorio clínico de DiamiR, con licencia CLIA y acreditación CAP, ubicado en New Haven, CT. La fusión combina estratégicamente las capacidades biofarmacéuticas de Aptorum con la experiencia de DiamiR en pruebas basadas en sangre, enfocándose especialmente en la salud cerebral, enfermedades neurodegenerativas, oncología e indicaciones autoinmunes.
La empresa combinada busca generar ingresos a través de servicios biofarmacéuticos y paneles de biomarcadores para indicaciones de biología compleja.
Aptorum Group (NASDAQ: APM)는 뇌 건강 및 기타 질병에 대한 혈액 기반 검사 개발업체인 DiamiR Biosciences와 전액 주식 합병에 대한 확정 계약을 발표했습니다. 합병 완료 시 DiamiR는 Aptorum의 완전 자회사가 되며, 이름은 그대로 유지됩니다.
합병된 회사는 나스닥 증권거래소에 상장된 상태를 유지하며, CT주 뉴헤이븐에 위치한 DiamiR의 CLIA 허가 및 CAP 인증 임상 실험실을 활용할 계획입니다. 이번 합병은 Aptorum의 생물의약품 역량과 DiamiR의 혈액 기반 검사 전문성을 전략적으로 결합하며, 특히 뇌 건강, 신경퇴행성 질환, 종양학 및 자가면역 질환에 집중합니다.
합병 회사는 복잡한 생물학적 적응증에 대한 생물의약 서비스와 바이오마커 패널을 통해 수익 창출을 목표로 합니다.
Aptorum Group (NASDAQ : APM) a annoncé un accord définitif pour une fusion entièrement en actions avec DiamiR Biosciences, développeur de tests sanguins pour la santé cérébrale et d’autres maladies. Une fois la fusion achevée, DiamiR deviendra une filiale en propriété exclusive d’Aptorum tout en conservant son nom.
L’entité combinée restera cotée au Nasdaq Stock Market, visant à tirer parti du laboratoire clinique de DiamiR, agréé CLIA et accrédité CAP, situé à New Haven, CT. La fusion combine stratégiquement les capacités biopharmaceutiques d’Aptorum avec l’expertise de DiamiR dans les tests sanguins, en se concentrant particulièrement sur la santé cérébrale, les maladies neurodégénératives, l’oncologie et les indications auto-immunes.
La société issue de la fusion vise à générer des revenus grâce aux services biopharmaceutiques et aux panels de biomarqueurs pour des indications biologiques complexes.
Aptorum Group (NASDAQ: APM) hat eine endgültige Vereinbarung für eine vollständige Aktientauschfusion mit DiamiR Biosciences bekannt gegeben, einem Entwickler von blutbasierten Tests für die Gehirngesundheit und andere Krankheiten. Nach Abschluss der Fusion wird DiamiR eine hundertprozentige Tochtergesellschaft von Aptorum und behält dabei seinen Namen.
Das kombinierte Unternehmen bleibt an der Nasdaq-Börse gelistet und beabsichtigt, das CLIA-lizenzierte und CAP-akkreditierte klinische Labor von DiamiR in New Haven, CT, zu nutzen. Die Fusion verbindet strategisch Aptorums biopharmazeutische Fähigkeiten mit DiamiRs Expertise in blutbasierten Tests, mit besonderem Fokus auf Gehirngesundheit, neurodegenerative Erkrankungen, Onkologie und Autoimmunerkrankungen.
Das fusionierte Unternehmen strebt an, Einnahmen durch Biopharma-Dienstleistungen und Biomarker-Panels für komplexe biologische Indikationen zu generieren.
- Strategic merger combining Aptorum's biopharma capabilities with DiamiR's diagnostic expertise
- Access to DiamiR's CLIA-licensed, CAP-accredited clinical laboratory
- Potential for near-term revenue generation through biopharma services
- Expanded market opportunity in brain health and neurodegenerative diseases
- All-stock transaction structure may lead to dilution for existing shareholders
- Integration risks between two companies with different focus areas
- No disclosed financial terms or valuation of the merger
Insights
Aptorum's merger with DiamiR transforms it into a revenue-generating company focused on brain health diagnostics, diversifying beyond drug development.
This definitive merger agreement represents a strategic pivot for Aptorum Group, transitioning from a purely clinical-stage biopharmaceutical company into one with near-term commercialization capabilities through DiamiR's diagnostic platform. The all-stock transaction maintains Nasdaq listing while fundamentally reshaping Aptorum's business model.
DiamiR brings significant assets to this merger: a CLIA-licensed, CAP-accredited clinical laboratory in New Haven and proprietary blood-based tests for brain health. This infrastructure enables immediate revenue generation potential through biopharma services and diagnostic testing – addressing a critical weakness in Aptorum's previous model, which depended solely on long-term drug development success.
The strategic rationale centers on diversification into the growing neurodegenerative disease testing market, particularly Alzheimer's disease diagnostics, which represents a substantial market opportunity given the aging global population. By acquiring DiamiR's non-invasive blood-based testing platform, Aptorum gains entry into the high-growth precision medicine sector without abandoning its existing pipeline.
For investors, this transaction signals management's recognition that the company needed a more sustainable path to revenue generation. The merger potentially accelerates the timeline to commercial operations while reducing reliance on capital markets for ongoing drug development funding. However, the execution risks remain substantial, particularly around integrating two companies with different operational models and successfully commercializing DiamiR's diagnostic tests.
NEW YORK, July 16, 2025 (GLOBE NEWSWIRE) -- Aptorum Group Limited (NASDAQ: APM) ("Aptorum Group," “Aptorum” or the "Company"), a clinical stage biopharmaceutical company dedicated to addressing unmet medical needs in oncology and infectious diseases, and DiamiR Biosciences (“DiamiR”), a developer of proprietary innovative blood-based tests for brain health and other diseases with a CLIA licensed, CAP accredited clinical laboratory in New Haven, CT, today announced that they have entered into a definitive agreement for an all-stock merger transaction, in which DiamiR Biosciences will retain its name and become a wholly-owned subsidiary of Aptorum Group upon consummation of the merger.The combined company expects to remain listed on the Nasdaq Stock Market following the closing of the merger.
Ian Huen, Aptorum's Chief Executive Officer and Chairman, commented, "Following a thorough review and evaluation of ways to continue building value for Aptorum Group’s shareholders, we believe merging with DiamiR, a commercialization-capable company focused on brain health and other significant unmet needs, represents the best path forward for our Company and has the potential to deliver near and long-term value. Our board believes that the combined company will be well-positioned to become a global life sciences company with the capability to generate revenue through biopharma services and offering much needed biomarker panels for complex-biology indications to better characterize patients.”
According to DiamiR’s Chief Executive Officer, Alidad Mireskandari, Ph.D., “Aligning the strategic strengths of the two companies allows us to execute our plans to advance Clinical and Pharma Services solutions for aging-related diseases, such as Alzheimer’s and other neurodegenerative diseases, neurodevelopmental disorders, oncology and autoimmune indications, driving shareholder value and establishing the combined company as a leader in non-invasive, blood-based testing with strong focus on brain health. We look forward to working together with Aptorum’s team and bringing into the combined company our strong assay development, commercialization, reimbursement, and regulatory expertise.”
About the Proposed Transaction, Management & Organization
Under the terms of the merger agreement and subject to stockholder approval, Aptorum Group will re-domicile to the state of Delaware prior to the closing of the merger (“Domestication”), and following the Domestication, acquire all of the outstanding capital stock of DiamiR Biosciences in exchange for a number of shares of its common stock which will represent approximately
The merger agreement has been approved by the boards of directors of both companies, and is subject to stockholder approval of both companies and other customary closing conditions. The proposed merger is expected to close in the fourth quarter 2025.
Following the merger, the combined company will be headquartered in Princeton, New Jersey, and the executive officers are expected to be Ian Huen as Chief Executive Officer, Dr. Alidad Mireskandari as President and Chief Operating officer, and Gary Anthony as Chief Financial Officer. The merger agreement provides that the board of directors of the combined company will be composed of five members, with three members initially designated by Aptorum Group and two members and one board observer initially designated by DiamiR.
The Company will seek its shareholders' approval for the issuance of shares in the merger, as well as other related proposals including the Domestication and a reverse stock split. Completion of the merger is subject to a number of conditions, including, without limitation, approval by Aptorum Group shareholders of both the Domestication and merger share issuance, satisfaction of NASDAQ listing requirements, certain third party consents, a registration statement on Form S-4 for the Aptorum Group shares being issued as merger consideration being declared effective by the Securities and Exchange Commission (the "SEC") and the satisfaction or waiver of other customary closing conditions. Once the Form S-4 has been declared effective by the SEC, the Company intends to set a date for a special meeting for its shareholders to approve the proposals associated with the merger as well as other related proposals as described above, and deliver the final notice for the shareholders meeting to its shareholders.
Hunter Taubman Fischer & Li LLC is acting as legal counsel to Aptorum Group while Ellenoff Grossman & Schole LLP is acting as legal counsel to DiamiR Biosciences. H.C. Wainwright & Co. is acting as financial advisor to DiamiR in connection with the merger.
About Aptorum Group
Aptorum Group Limited (Nasdaq: APM) is a clinical stage biopharmaceutical company dedicated to the discovery, development and commercialization of therapeutic assets to treat diseases with unmet medical needs, particularly in oncology (including orphan oncology indications) and infectious diseases. For more information, please visit the company’s website at www.aptorumgroup.com.
DiamiR Biosciences
DiamiR is a private molecular diagnostics company focused on developing and commercializing minimally invasive tests offered through its CLIA/CAP-certified laboratory for early detection and monitoring of brain health conditions and other diseases in clinical trials and clinical practice settings. DiamiR’s proprietary platform technology, protected by over 50 issued patents worldwide, is based on quantitative analysis of organ-enriched, including brain-enriched and inflammation-associated, microRNA signatures in plasma for screening, patient stratification, as well as disease progression and treatment monitoring. In addition, DiamiR offers protein and genetic biomarker analyses. DiamiR collaborates with leading academic centers, disease foundations, and biopharma companies. For more information, please visit the company's website at www.diamirbio.com and connect with DiamiR on LinkedIn.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding the consummation and closing of the proposed merger, the satisfactory completion of all conditions to the merger, the shareholder’s approval necessary for the issuance of shares in the merger and Domestication, the Company’s ability to successfully operate its business and provide value to stockholders after completion of the merger, Aptorum Group Limited’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for increasing revenue and executing growth initiatives. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 20-F under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 6-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any proxy, consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.
Additional Information About the Proposed Transaction and Where to Find It
In connection with the merger, the Company will file a current report on Form 6-K to disclose additional details about the merger, a registration statement on Form S-4 with the SEC, and will mail notices of shareholders meeting and other relevant documents to its shareholders. Investors and security holders of the Company are advised to read, when available, the From S-4, and amendments thereto, the notice to shareholders, and amendments thereto, in connection with the Company's solicitation of proxies for its shareholder' meeting to be held to approve the transaction described herein because the notice to shareholders will contain important information about the transaction and the parties to the transaction, and stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger and related proposals. The notices to shareholders will be mailed to the Company's shareholders as of a record date to be established for voting on the transactions. Shareholders will also be able to obtain copies of the notice, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: Ian Huen, telephone: +44 20 80929299.
A registration statement relating to these securities will be filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of Aptorum's registration statement on Form S-4, once available, can be viewed on the SEC's website.
Participants in the Solicitation
Aptorum Group, DiamiR and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the merger. Information about Aptorum's directors and executive officers including a description of their interests in Aptorum is included in Aptorum’s most recent Annual Report on Form 20-F, including any information incorporated therein by reference, as filed with the SEC. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement/prospectus relating to the Proposed Transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
For more information, please contact:
Aptorum Group Limited
Investor Relations Department
investor.relations@aptorumgroup.com
+44 20 80929299
FAQ
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