Aptorum Group (APM) reiterates DiamiR merger plan and HCW conference talk

Rhea-AI Filing Summary

Aptorum Group Limited filed a 6-K updating investors on its planned merger with DiamiR Biosciences Corp.. Under the previously announced Agreement and Plan of Merger, Aptorum will form a Delaware subsidiary that will merge into DiamiR, leaving DiamiR as a wholly owned subsidiary of Aptorum. The filing notes that later this week DiamiR will present at the HCW Conference, using a presentation about both companies and the merger, which is furnished as Exhibit 99.1.

Insights

M&A and capital markets analyst

Filing reiterates the Aptorum–DiamiR merger structure and adds a conference presentation.

The content confirms the previously disclosed plan for Aptorum Group Limited to acquire DiamiR Biosciences Corp. via a merger with a newly formed Delaware subsidiary. DiamiR will be the surviving company in the merger and become a wholly owned subsidiary of Aptorum.

The filing also highlights that DiamiR will present at the HCW Conference later in the week, using a joint presentation about the companies and the merger. That presentation is furnished as Exhibit 99.1, offering more detail on the transaction and business profiles beyond this brief text.

Because the document primarily repeats the merger structure and points to an investor presentation, it functions as a disclosure and communication step rather than a change in terms or status of the deal. The overall investment thesis impact depends on the full merger details, which are referenced as previously disclosed.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-38764

APTORUM GROUP LIMITED

17 Hanover Square

London W1S 1BN, United Kingdom

(Address of principal executive offices)

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 ☐

As previously disclosed, Aptorum Group Limited, a Cayman Islands exempted company with limited liability (“Aptorum”, “APM,” “Aptorum Group” or the “Company”) 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”).

Later this week, DiamiR will present at the HCW Conference, during which it will show a presentation about the two companies and the Merger.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Presentation

1

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.

	Aptorum Group Limited
Date: September 9, 2025	By:	/s/ Ian Huen
		Name:	Ian Huen
		Title:	CEO

2

FAQ

What merger is Aptorum Group Limited (APM) highlighting in this 6-K?

Aptorum Group Limited is highlighting its planned merger with DiamiR Biosciences Corp. Aptorum will form a Delaware subsidiary that merges into DiamiR, leaving DiamiR as the surviving entity and a wholly owned subsidiary of Aptorum under the Agreement and Plan of Merger.

How is the Aptorum and DiamiR merger structured in the 6-K filing?

The merger structure involves Aptorum forming a direct, wholly owned Delaware subsidiary that will merge with and into DiamiR Biosciences Corp. DiamiR will survive this merger and operate as a wholly owned subsidiary of Aptorum, becoming the surviving corporation of the merger with the subsidiary.

What event involving DiamiR is mentioned in Aptorum Group’s (APM) 6-K?

The 6-K states that later in the week DiamiR will present at the HCW Conference. During this event, DiamiR will use a presentation describing both companies and the planned merger, providing additional background to conference attendees about the transaction and businesses.

What is Exhibit 99.1 in Aptorum Group Limited’s 6-K filing?

Exhibit 99.1 is a presentation about Aptorum Group Limited and DiamiR Biosciences Corp. It is intended for use at the HCW Conference, where DiamiR will present details about both companies and their planned merger, complementing the brief narrative included in the 6-K text.

Who signed the Aptorum Group Limited (APM) 6-K related to the DiamiR merger?

The 6-K was signed on behalf of Aptorum Group Limited by Ian Huen, who is identified as the company’s CEO. His signature indicates the report was duly authorized under the requirements of the Securities Exchange Act of 1934 for this foreign private issuer filing.