As part of the planned merger with DiamiR Biosciences, Aptorum Group will expand its board and management team with seasoned executives

Rhea-AI Summary

Aptorum Group (NASDAQ: APM) announced board and management changes tied to its planned all-stock merger with DiamiR Biosciences, expected to close in Q4 2025. Upon closing, DiamiR will become a wholly owned subsidiary and Aptorum will add Dr. Laura A. Philips as an independent director. DiamiR co-founder Dr. Kira Sheinerman will join the combined board as a director, and DiamiR CEO Dr. Alidad Mireskandari will join as President and Chief Operating Officer and take a board observer seat. The announcement highlights added expertise in molecular diagnostics, Alzheimer’s early-detection tests, and commercialization experience for the combined company.

Positive

• All-stock merger expected to close in Q4 2025
• DiamiR to become a wholly owned subsidiary upon closing
• Adds Dr. Laura A. Philips as independent director at closing
• Adds DiamiR co-founder Dr. Kira Sheinerman as director
• Adds diagnostics commercialization experience: Dr. Alidad Mireskandari joining as President and COO

Negative

• Transaction is subject to stockholder approvals and customary closing conditions

Insights

Corporate governance and integration expert

Board and management upgrades accompany a planned all-stock merger closing in Q4 2025, adding experienced diagnostics and life-science operators.

The addition of Dr. Laura A. Philips as an independent director and the planned board/management roles for DiamiR executives create clearer governance and operational capacity for the combined company. These moves place both independent oversight (a seasoned director with R&D and public-company board experience) and operating leadership (a President/COO with diagnostics commercialization experience) on the same corporate structure, which typically reduces execution friction during post‑deal integration.

Key dependencies include successful stockholder approvals and customary closing conditions by Q4 2025, plus the effective alignment of compensation, reporting lines, and integration plans. Watch the proxy and integration communications for specifics on director independence, any related-party arrangements, and the timeline for formal governance changes; those items will crystallize within weeks of closing.

Molecular diagnostics commercialization expert

Management changes strengthen diagnostic commercialization and regulatory/reimbursement capabilities for the combined firm.

Bringing on a leader with demonstrated molecular diagnostics and reimbursement experience and a director with both scientific and commercial track records likely improves the combined company’s ability to advance minimally invasive Alzheimer’s tests toward market readiness. The operational role for Dr. Alidad Mireskandari signals an explicit focus on test development, regulatory strategy, and commercialization execution.

Risks remain tied to integration execution and whether the combined firm can rapidly translate diagnostic assets into validated products and payer engagement. Monitor filings and public updates for concrete regulatory milestones, reimbursement strategy disclosures, and the formal timetable after the expected Q4 2025 close; these items will indicate whether the new hires materially change near-term development and commercialization prospects.

NEW YORK, NY, Oct. 09, 2025 (GLOBE NEWSWIRE) -- Aptorum Group Limited (NASDAQ: APM) ("Aptorum Group” or “Aptorum”), a clinical stage biopharmaceutical company dedicated to addressing unmet medical needs, announces the addition of Dr. Laura A. Philips to its board of directors as an independent director at closing of the merger with DiamiR Biosciences Corp. 

Dr. Philips is the co-founder, President, and Chief Executive Officer of Spheryx, Inc., a technology company developing holographic microscopic techniques for a broad range of applications in areas including the pharmaceutical industry, semiconductor manufacturing, cosmetics, consumer products, quality assurance, and process control. In addition to co-founding Spheryx in 2014, Dr. Philips has served on the Boards of Directors of multiple private and public life sciences companies, including WellGen, Inc., Delcath Systems, and China Yongxin Pharmaceuticals. From 2003-2006, Dr. Philips was COO and Chief Financial Officer at NexGenix Pharmaceuticals. She held a variety of executive positions at Corning Incorporated from 1997-2002. Dr. Philips served in the Clinton Administration both as a Fellow in the White House Office of Science and Technology Policy and as a Presidential Appointee in the position of Senior Policy Advisor to Secretary Ronald Brown in the Department of Commerce. Dr. Philips holds a Ph.D. in Chemistry from the University of California, Berkeley, and an MBA from Cornell University, and was on the Faculty of Cornell University in the Department of Chemistry from 1987-1993.

“We are really excited to welcome Laura to the team,” said Mr. Ian Huen, CEO and Executive Director of Aptorum Group. “Her scientific and business expertise in growing life sciences companies would strengthen our vision and strategic initiatives focused on becoming a commercial entity addressing aging related diseases.”

Dr. Philips commented: “I look forward to working with the joint Aptorum and DiamiR team. I have been following DiamiR’s story since the company’s inception and am a strong believer in its mission to develop and commercialize minimally invasive tests for early detection and monitoring of Alzheimer’s and other brain diseases to enable earlier intervention and better planning for care. I expect that the business combination with Aptorum will result in a stronger awareness in the marketplace and execution platform for both companies.”

As was previously announced on July 16, 2025, Aptorum Group and DiamiR entered into a definitive agreement for an all-stock merger transaction. As a result of this transaction and subject to stockholder approval of both companies and customary closing conditions, DiamiR will become a wholly-owned subsidiary of Aptorum Group upon consummation of the merger. The transaction is expected to close in the fourth quarter of 2025.

Once the merger is closed, Dr. Kira Sheinerman, DiamiR’s co-founder and director, will be joining the combined company board as a director, and Dr. Alidad Mireskandari, DiamiR’s Chief Executive Officer, will be taking an observer seat on the board and joining the combined company as its President and Chief Operating Officer.

Dr. Mireskandari has extensive life sciences industry experience with a focus on molecular diagnostic test development and commercialization, including regulatory and reimbursement expertise. Dr. Mireskandari most recently served as Chief Development Officer of Interpace Biosciences from 2013 to 2022, and prior to that as President & Chief Executive Officer of JS Genetics from 2009 to 2013. From 2000 to 2009, Dr. Mireskandari was a hedge fund manager in charge of Life Sciences trading portfolios of Nomura Securities, BNP Paribas and Raeburn Advisors. Dr. Mireskandari holds a Ph.D. in Genetics from George Washington University and an MBA from the University of Michigan Ross School of Business.

Dr. Sheinerman is DiamiR’s co-founder and Executive Director. Since November 2015, she has served as a Managing Director, Healthcare Investment Banking at H.C. Wainwright & Co., where she works on financial and strategic transactions for growth life sciences companies. Previously, she was a Managing Director of Healthcare Investment Banking at Rodman & Renshaw from 2005 to 2012. From 2015 through 2018 she served as the founding co-chair of Alzheimer’s Association Business Consortium. Dr. Sheinerman received her Ph.D. in Biomedical Sciences from Mount Sinai School of Medicine for her work on molecular mechanisms of Alzheimer’s Disease. Dr. Sheinerman also holds an Honors MBA from the Zicklin School of Business, Baruch College/CUNY.

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.

About DiamiR Biosciences

DiamiR is a private molecular diagnostics company focused on developing and commercializing minimally invasive tests offered through its CLIA certified, CAP accredited 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 re-domestication of Aptorum, Aptorum’s and DiamiR’s  ability to successfully operate its business and provide value to stockholders after completion of the merger, Aptorum’s 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’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 industries in which Aptorum and DiamiR operate 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 Aptorum and DiamiR operate, the financial markets, economic, business and regulatory and other factors, such as Aptorum’s and DiamiR’s ability to execute on their strategies. More detailed information about risk factors can be found in the Aptorum’s Annual Report on Form 20-F under the heading “Risk Factors,” and in other reports filed by the Aptorum, including reports on Form 6-K and the registration statement on Form S-4 filed with the SEC on October 6, 2025. Aptorum and DiamiR do 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 Merger and Where to Find It

In connection with the merger, Aptorum filed a current report on Form 6-K to disclose additional details about the merger and 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 Aptorum are advised to read the Form S-4, and amendments thereto, the notice to shareholders, and amendments thereto, in connection with Aptorum’s solicitation of proxies for its shareholder' meeting to be held to approve the proposed merger 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 Aptorum’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.

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 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 are included in the proxy statement/prospectus relating to the merger that was filed with the SEC in a registration statement on Form S-4 on October 6, 2025. 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

DiamiR Biosciences Corp.

 Alidad Mireskandari
203-570-8275
amireskandari@diamirbio.com  

FAQ

What is the expected close date of the Aptorum (APM) merger with DiamiR?

The all-stock merger is expected to close in Q4 2025, subject to approvals and closing conditions.

Who will join Aptorum’s board after the Aptorum (APM) and DiamiR merger?

Dr. Laura A. Philips will join as an independent director and Dr. Kira Sheinerman will join as a director upon closing.

What management changes will occur at Aptorum (APM) after the merger with DiamiR?

Dr. Alidad Mireskandari will join the combined company as President and Chief Operating Officer and take a board observer seat.

How will the DiamiR merger affect Aptorum’s business focus (APM)?

The combined company gains expertise in minimally invasive molecular diagnostics for early detection and monitoring of Alzheimer’s and other brain diseases.

Will DiamiR remain independent after the Aptorum (APM) merger?

No. Upon consummation, DiamiR will become a wholly owned subsidiary of Aptorum Group.