Aptorum (APM) pushes DiamiR merger cutoff to July 31, 2026

Rhea-AI Filing Summary

Aptorum Group Limited is extending its planned merger with DiamiR Biosciences by pushing the merger Termination Date and related agreements out to July 31, 2026. The companies originally signed an Agreement and Plan of Merger on July 14, 2025, along with a Management Services Agreement and an intellectual property license agreement.

Those agreements were initially scheduled to end on December 31, 2025, but a new amendment to the Management Services Agreement formalizes the extension while the parties continue working to satisfy closing conditions. Aptorum has also filed a registration statement on Form S-4, which was declared effective on May 13, 2026, to support the proposed combination.

Insights

M&A and capital markets analyst

Aptorum and DiamiR extend merger timeline to July 2026.

The key development is a revised Termination Date for the Aptorum–DiamiR merger and related service and licensing arrangements to July 31, 2026. This suggests both sides are still pursuing the deal while needing more time to meet closing conditions.

Aptorum already has a registration statement on Form S-4 that was declared effective on May 13, 2026, so the regulatory framework for issuing shares in the combination is in place. The amendment itself is administrative, but it keeps the transaction structure and commercial agreements alive rather than letting them lapse.

The practical importance depends on whether closing occurs before the new deadline, which is not addressed here. Subsequent company communications and future SEC submissions will be needed to see if the merger ultimately completes or if terms change further.

Key Figures

Merger agreement date: July 14, 2025 Original Termination Date: December 31, 2025 Extended Termination Date: July 31, 2026 +3 more

6 metrics

Merger agreement date July 14, 2025 Agreement and Plan of Merger between Aptorum and DiamiR

Original Termination Date December 31, 2025 Initial end date for merger, Management Services and Licensing Agreements

Extended Termination Date July 31, 2026 New Termination Date and extended term of related agreements

Form S-4 effectiveness date May 13, 2026 SEC declared Aptorum’s Form S-4 effective

Management Services Agreement date July 14, 2025 Original Management Services Agreement between Aptorum Therapeutics and DiamiR

Third Amendment date June 22, 2026 Third Amendment to the Management Services Agreement

Key Terms

Agreement and Plan of Merger, Management Services Agreement, intellectual property license agreement, Termination Date, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger on July 14, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Management Services Agreement financial

"entered into a management services agreement (the “Management Services Agreement”)"

A management services agreement is a contract where one party hires another to run specific business functions—like finance, operations, or marketing—on its behalf, similar to hiring an external manager to run part of a household. Investors care because the deal spells out fees, responsibilities, and decision-making authority, which affect a company’s costs, operational performance and governance, and can change future cash flow and risk.

intellectual property license agreement financial

"entered into an intellectual property license agreement (“Licensing Agreement”)"

A legal contract where the owner of inventions, designs, trademarks, software or other proprietary work gives another party permission to use, sell, or build on that property under set terms—think of it like renting or franchising a valuable tool. Investors watch these agreements because they determine who can generate revenue from the asset, how much income or fees flow to the owner, how long exclusivity lasts, and what legal or cost risks remain, all of which affect company value.

Termination Date financial

"the Termination Date for the Merger was initially set at December 31, 2025"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

registration statement on Form S-4 regulatory

"Aptorum initially filed a registration statement on Form S-4 (File No. 333-290742)"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

non-exclusive basis financial

"shall license on a non-exclusive basis their respective intellectual properties"

FAQ

What merger is Aptorum Group (APM) pursuing with DiamiR?

Aptorum Group is pursuing a merger with DiamiR Biosciences Corp. under a July 14, 2025 Agreement and Plan of Merger. Aptorum will form a Delaware subsidiary that merges into DiamiR, leaving DiamiR as a wholly owned subsidiary of Aptorum in the combined company structure.

How has Aptorum (APM) changed the DiamiR merger Termination Date?

The Termination Date for the Aptorum–DiamiR merger, initially set at December 31, 2025, has been extended to July 31, 2026. This extension also applies to related agreements, allowing more time for the parties to satisfy closing conditions without letting key contracts expire prematurely.

What is the Management Services Agreement mentioned by Aptorum (APM)?

The Management Services Agreement is a contract between DiamiR and Aptorum Therapeutics Limited, a wholly owned Aptorum subsidiary, signed July 14, 2025. It governs services provided during the pre-closing period and has been amended, most recently to extend its term through July 31, 2026 in line with the merger timeline.

What is the intellectual property license agreement in the Aptorum–DiamiR deal?

DiamiR and DiamiR LLC granted Aptorum Therapeutics a non-exclusive license to their intellectual properties under a Licensing Agreement. In exchange, Aptorum Therapeutics owes upfront and periodic payments and royalties until the earlier of the merger closing or December 31, 2025, aligning incentives ahead of completion.

What SEC registration has Aptorum (APM) filed for the DiamiR merger?

Aptorum filed a registration statement on Form S-4, File No. 333-290742, in connection with the merger and related transactions. The SEC declared this Form S-4 effective on May 13, 2026, and investors are advised to review it because it contains detailed information about the transaction and the involved parties.

Does this Aptorum (APM) filing constitute an offer to sell securities?

The document explicitly states it does not constitute an offer to sell or solicitation to buy Aptorum or DiamiR securities. Any offer must be made only by means of a prospectus meeting Section 10 of the Securities Act and in jurisdictions where proper registration or qualification has occurred.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/22/2026 - 05:00 PM Accepted by SEC EDGAR 06/22/2026 - 05:00 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-38764

Aptorum Group Limited

17 Hanover Square

London W1S 1BN, United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒      Form 40-F  ☐

On June 22, 2025, Aptorum Group Limited, a Cayman Islands exempted company with limited liability (“Aptorum”, “APM,” “Aptorum Group” or the “Company”) filed the original report on Form 6-K (the “Initial Report”) to report that it and DiamiR Biosciences Corp., a Delaware corporation (“DiamiR”), entered into an Agreement and Plan of Merger on July 14, 2025, (the “Merger Agreement”), pursuant to which, among other matters, Aptorum will form a direct, wholly owned subsidiary in the state of Delaware (“Merger Sub”), which will merge with and into DiamR, with DiamiR surviving as a wholly owned subsidiary of Aptorum , and the surviving corporation of the merger with the Merger Sub (the “Merger”). Aptorum following the Merger is referred to herein as the “Combined Company.”

Concurrently with the execution of the Merger Agreement, DiamiR and Aptorum Therapeutics Limited, a wholly owned subsidiary of the Company (“Aptorum Therapeutics”), entered into a management services agreement (the “Management Services Agreement”). In addition, concurrently with the execution of the Merger Agreement, DiamiR, DiamiR LLC, a wholly owned subsidiary of DiamiR, the Company and Aptorum Therapeutics entered into an intellectual property license agreement (“Licensing Agreement”), pursuant to which DiamiR and DiamiR LLC shall license on a non-exclusive basis their respective intellectual properties to Aptorum Therapeutics in exchange for upfront and periodic payments and royalties until the earlier of the closing of the Merger or December 31, 2025.

.

As set forth in the Initial Report, the Termination Date for the Merger was initially set at December 31, 2025; the Management Services Agreement and Licensing Agreement were also set to expire on December 31, 2025. As the parties continue to work towards satisfying the closing conditions for the Merger, they recently agreed to extend the Termination Date and other agreements to July 31, 2026. The parties signed an amendment to the Management Services Agreement reflecting the extended term (the “Amendment”).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

Non-Solicitation

Additional Information about the Transactions and Where to Find It

In connection with the Merger and related transactions, Aptorum initially filed a registration statement on Form S-4 (File No. 333-290742) with the SEC, which was declared effective on May 13, 2026. Investors and security holders of Aptorum are advised to read the Form S-4, including all amendments because it contains important information about the transactions and the parties to the transactions.

This Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Aptorum or DiamiR 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. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A copy of Aptorum’s registration statement on Form S-4 can be viewed on the SEC’s website.

1 

Financial Statements and Exhibits.

Exhibits.

The following exhibits are attached.

Exhibit		Description
2.1		Merger Agreement by and between Aptorum and DiamiR, dated July 14, 2025 (1)
10.1		Management Services Agreement by and between Aptorum Therapeutics and DiamiR, dated July 14, 2025 (1)
10.2		Intellectual Property License Agreement by and between Aptorum Therapeutics, DiamiR LLC, and DiamiR, dated July 14, 2025 (1)
10.3		Amendment to the Management Services Agreement dated as of December 2, 2025 (2)
10.4		Second Amendment to the Management Services Agreement dated as of March 10, 2026 (3)
10.5		Third Amendment to the Management Services Agreement dated as of June 22, 2026

(1) Incorporated by reference to the Current Report on Form 6-K filed on July 22, 2025

(2) Incorporated by reference to the Current Report on Form 6-K/A filed on December 5, 2025

(3) Incorporated by reference to the Current Report on Form 6-K/A filed on March 26, 2026

2 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 22, 2026

	Aptorum Group Limited
	By:	/s/ Ian Huen
		Ian Huen
		Chief Executive Officer

3 

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.5 THIRD AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT DATED AS OF JUNE 22, 2026 8.5 KB