Aptorum Group Limited Announces Up To $6 Million Registered Direct Offering

Rhea-AI Summary

Aptorum Group (NASDAQ: APM) priced a registered direct offering of 1,000,000 Class A ordinary shares at $2.00 per share for expected gross proceeds of $2.0 million, with a concurrent private placement of unregistered warrants to buy up to 2,000,000 shares at $2.00 per share. Closing is expected on or about October 14, 2025, subject to customary conditions.

The warrants are exercisable upon issuance, expire 24 months after effectiveness of a resale registration statement, and could provide up to $4.0 million additional gross proceeds if fully exercised. Net proceeds are intended to fund expenses tied to the planned merger with DiamiR Biosciences and general working capital; the merger remains subject to contingencies including shareholder approval.

Positive

• Immediate gross proceeds of $2.0 million
• Upside: potential additional gross proceeds of $4.0 million from warrants
• Proceeds earmarked to fund merger expenses and working capital

Negative

• Potential issuance of up to 3,000,000 shares causing shareholder dilution
• No assurance warrants will be exercised for cash or at all
• Closing subject to customary conditions; merger contingent on shareholder approval
• Placement agent fees and offering expenses will reduce net proceeds

Insights

Capital Markets Analyst

Small registered direct raise of $2,000,000 with up to $4,000,000 of contingent warrant proceeds to fund merger-related and working capital needs.

The company will issue 1,000,000 Class A ordinary shares at $2.00 per share for gross proceeds of $2,000,000, and concurrently sell unregistered warrants to buy up to 2,000,000 Class A ordinary shares at an exercise price of $2.00 per share. The immediate cash is limited to $2,000,000, while up to an additional $4,000,000 is possible only if holders exercise the warrants for cash.

Key dependencies and risks include the anticipated closing around October 14, 2025, customary closing conditions, the uncertain exercise of the unregistered warrants, and the fact that net proceeds will be used to fund expenses tied to the proposed merger with DiamiR Biosciences Corp., which remains subject to contingencies including Aptorum shareholder approval. The offering will dilute existing holders and depends on future warrant behavior.

Concrete items to watch: confirmation of closing on or about October 14, 2025, filing and availability of the final prospectus supplement, whether shareholders approve the merger, and any exercises of the unregistered warrants (which could produce up to $4,000,000 over the warrant life). The warrants expire within 24 months from the registration effective date for resale of the underlying shares, so monitor exercises over that horizon.

$2 million upfront with up to additional $4 million of potential aggregate gross proceeds upon the exercise in full of warrants

NEW YORK, NY, Oct. 10, 2025 (GLOBE NEWSWIRE) -- Aptorum Group Limited (NASDAQ: APM) (“Aptorum Group” or “Aptorum”), a clinical stage biopharmaceutical company dedicated to addressing unmet medical needs, today announced that it has entered into definitive agreements for the purchase and sale of 1,000,000 Class A ordinary shares at a purchase price of $2.00 per share in a registered direct offering. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 2,000,000 Class A ordinary shares at an exercise price of $2.00 per share that will be exercisable upon issuance and will expire twenty-four months from the effective date of a registration statement registering for resale the ordinary shares underlying the warrants.  The closing of the offering is expected to occur on or about October 14, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be $2 million before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the unregistered warrants, if fully-exercised on a cash basis, will be $4 million. No assurance can be given that any of such unregistered warrants will be exercised for cash or exercised at all. The Company intends to use the net proceeds from the offering to fund expenses expected to be incurred in connection with the previously announced merger agreement between Aptorum and DiamiR Biosciences Corp. and for general working capital of the two companies pending anticipated closing of the merger. The merger remains subject to a number of contingencies, including approval by Aptorum’s shareholders.

The ordinary shares (but not the unregistered warrants and the ordinary shares underlying the unregistered warrants) described above are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-268873) that was declared effective by the Securities and Exchange Commission (the “SEC”) on January 19, 2023. The offering of the ordinary shares is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the ordinary shares underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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.

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 completion of the offering, the satisfaction of customary closing conditions related to the offering, the exercise of the unregistered warrants prior to their expiration and the intended use of proceeds from the offering, as well as statements regarding the consummation and closing of the proposed merger between Aptorum Group and DiamiR Biosciences Corp. (the “Merger”), the satisfactory completion of all conditions to the Merger, the shareholder’s approval necessary for the issuance of shares in the Merger and re-domestication of Aptorum Group, the parties ability to successfully operate its business and provide value to stockholders after completion of the Merger, Aptorum Group and and DiamiR’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 Aptorum Group’s and DiamiR’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, customer demand, 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 and the Company’s Registration Statement on Form S-4 filed with the SEC on October 6, 2025, 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, except as required by law.

Contact:

Aptorum Group Limited
Investor Relations Department
investor.relations@aptorumgroup.com
+44 20 80929299

FAQ

What did Aptorum (APM) announce on October 10, 2025 about financing?

Aptorum announced a registered direct offering of 1,000,000 shares at $2.00 and concurrent unregistered warrants for up to 2,000,000 shares.

How much immediate capital will Aptorum (APM) raise and when is closing?

The offering is expected to raise $2.0 million in gross proceeds with closing on or about October 14, 2025.

What is the potential additional funding from Aptorum's warrants (APM)?

If fully exercised for cash, the unregistered warrants could generate up to $4.0 million in additional gross proceeds.

How does the offering affect Aptorum (APM) shareholders?

The transaction could result in issuance of up to 3,000,000 new shares, which may dilute existing shareholders if warrants are exercised.

What will Aptorum (APM) use the offering proceeds for?

Net proceeds are intended to fund expenses related to the planned merger with DiamiR and for general working capital.

Are there any conditions or risks tied to Aptorum's (APM) financing?

Yes. Closing is subject to customary conditions, there is no guarantee warrants will be exercised, and the merger requires shareholder approval.