Aptorum Group Ltd SEC Filings

Aptorum Group (APM) completed a registered direct financing, selling 1,000,000 Class A ordinary shares and issuing, in a concurrent private placement, restricted warrants to purchase up to 2,000,000 shares, for aggregate gross proceeds of about $2 million. The warrants are exercisable immediately at $2.00 per share and expire 24 months from the effective date of a resale registration statement for the warrant shares. The transaction closed on October 14, 2025.

H.C. Wainwright & Co. acted as exclusive placement agent. Fees include 7% of gross proceeds, a 1% management fee, specified expenses, and clearing fees. Aptorum expects net proceeds of approximately $1.725 million, to be used for working capital and to help fund expenses tied to the previously announced DiamiR Biosciences merger, which remains subject to closing conditions. The company agreed to a 30‑day issuance lock-up, and officers and directors agreed to a 30‑day sale lock-up following closing.

Aptorum Group (APM) furnished DiamiR Biosciences’ quarterly financials and related MD&A for the quarter ended August 31, 2025. This update is tied to the previously announced plan for Aptorum to merge its newly formed Delaware subsidiary with DiamiR, leaving DiamiR as a wholly owned subsidiary. The Merger remains subject to Aptorum shareholder approval and the satisfaction or waiver of other closing conditions set out in the Merger Agreement.

The furnished materials are incorporated by reference into Aptorum’s existing registration statements on Form S-8 (No. 333-232591) and Form F-3 (No. 333-268873), making the DiamiR disclosures part of those offerings’ prospectuses. The filing also includes the Merger Agreement reference and Inline XBRL exhibits.

Aptorum Group Ltd (APM) is proposing a business combination with DiamiR that would domesticate the Cayman Islands parent into a Delaware corporation and reorganize its share capital while issuing Aptorum Delaware shares to DiamiR shareholders under a defined Conversion Ratio. Key transaction mechanics include a Share Consolidation (reverse split) to be set by the board before domestication, issuance scenarios that would produce up to 23,499,080 Aptorum Delaware common shares to DiamiR holders under one conversion example, and the creation of a non-voting Series A preferred for existing Aptorum Class B holders in another example.

The filing discloses commercial and operational ties: an Intellectual Property License Agreement with an upfront payment of $5,000 and monthly fees of $1,200 through the earlier of the Merger closing or December 31, 2025, plus governance and board appointment rights for major stockholders. Material risks noted include regulatory uncertainty in China/Hong Kong (including PCAOB/HFCAA inspection risks), continued Nasdaq listing concerns, DiamiR’s lack of product revenues and expected ongoing losses, and execution risks tied to clinical development and funding.