Aptorum Group (APM) sets 2025 AGM to vote on directors and auditors
Aptorum Group Limited is holding its 2025 annual general meeting of shareholders on March 10, 2026 at 9:00 pm Hong Kong time in Hong Kong. Shareholders of record as of January 27, 2026 may vote.
Two items are up for approval: the re‑election of independent non‑executive directors Justin Wu and Douglas Arner, and the approval, ratification and confirmation of the re‑appointment of Marcum Asia CPAs LLP as independent auditors for the year ending December 31, 2025, with the board authorized to set their pay. Holders of Class A Ordinary Shares have one vote per share and holders of Class B Ordinary Shares have 100 votes per share, voting together as a single class. The company notes a pending merger with DiamiR Biosciences Corp. under a previously filed Form S‑4, which, if completed, is expected to change the board structure to a single class of directors while Justin Wu and Douglas Arner are anticipated to remain on the board until the 2027 annual meeting.
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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 February 2026
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 ☐
The Registrant is filing this Report on Form 6-K to provide its proxy statement for its 2025 annual general meeting of shareholders. The 2025 annual general meeting of shareholders will be held on March 10, 2026, 17/F., Guangdong Investment Tower,148 Connaught Road Central, Hong Kong at 9:00 pm Hong Kong time. Copy of the proxy statement and proxy card are attached hereto as Exhibit 99.1 and 99.2, respectively. The polls will close at 11:59 p.m. EST on March 9, 2026.
Neither this report nor the exhibits constitute an offer to sell, or the solicitation of an offer to buy our securities, nor shall there be any sale of our securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The information in this Form 6-K, including the exhibits shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-232591), Form F-3 (Registration Number 333-268873) and Form F-3 (Registration Number 333-292793) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | 2025 Notice of Annual General Meeting of Shareholders and Proxy Statement | |
| 99.2 | Form of Proxy Card |
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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: February 6, 2026 | By: | /s/ Ian Huen | |
| Name: | Ian Huen | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
APTORUM GROUP LIMITED
(a Cayman Islands exempted company with limited liability)
(NASDAQ: APM)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “2025 Annual Meeting”) of Aptorum Group Limited (the “Company”) will be held on March 10, 2026, at 9:00 pm, Hong Kong time, at 17/F., Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong for the following purposes:
| Item | Board Vote Recommendation | ||
| 1. | To re-elect Wu Che Yuen Justin (“Justin Wu”) and Douglas Wayne Arner (“Douglas Arner”) to hold office until the third annual meeting following their election or until their earlier death, resignation or removal. | “FOR” | |
| 2. | To approve, ratify and confirm the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration. | “FOR” | |
As of the date of this Notice of Annual Meeting of Shareholders (the “Notice”), we have not received notice of any other matters that may be properly presented at the 2025 Annual Meeting.
The Board of Directors of the Company has fixed the close of business on January 27, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the 2025 Annual Meeting or any adjournment thereof. Only holders of Class A Ordinary Shares and Class B Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the 2025 Annual Meeting or any adjournment thereof.
In addition to mailing the materials, shareholders may also obtain a copy of the proxy materials, including the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), as well as the Current Report on Form 6-K that includes the financial statements for the nine months ended September 30, 2025, from the Company’s website at www.aptorumgroup.com or by contacting our Investor Relations Department at: investor.relations@aptorumgroup.com.
| By Order of the Board of Directors, | |
| /s/ Ian Huen | |
| Ian Huen | |
| Chief Executive Officer and Director |
London
February 6, 2026
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
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APTORUM GROUP LIMITED
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 10, 2026
PROXY STATEMENT
The Board of Directors of Aptorum Group Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “2025 Annual Meeting”) of the Company to be held on March 10, 2026, at 9:00 pm, Hong Kong local time, at 17/F., Guangdong Investment Tower,148 Connaught Road Central, Hong Kong or any adjournment thereof. Only holders of the Class A Ordinary Shares and Class B Ordinary Shares of the Company at the close of business on January 27, 2026 (the “Record Date”) are entitled to attend and vote at the 2025 Annual Meeting or at any adjournment thereof. Two shareholders entitled to vote and be present in person or by proxy or in the case of a shareholder being a corporation, by its duly authorized representative one of whom must be the holder representing a majority of shares in the Company throughout the 2025 Annual Meeting shall form a quorum.
Any shareholder entitled to attend and vote at the 2025 Annual Meeting shall appoint the Chairman as his/her proxy to attend and vote on behalf of him/her. A proxy need not be a shareholder of the Company. On a vote by way of poll, each holder of the Company’s Class A Ordinary Shares shall be entitled to one (1) vote in respect of each Class A Ordinary Share held by him on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to one hundred (100) votes in respect of each Class B Ordinary Share held by him on the Record Date. The polls will close at 11:59 p.m. EST on March 9, 2026.
A proxy statement describing the matters to be voted upon at the 2025 Annual Meeting along with a proxy card enabling the shareholders to indicate their vote will be mailed on or about February 6, 2026, to all shareholders entitled to vote at the 2025 Annual Meeting. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K and will be available on our website at www.aptorumgroup.com on or about February 6, 2026. If you plan to attend the 2025 Annual Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2025 Annual Meeting.
Whether or not you plan to attend the 2025 Annual Meeting, it is important that your shares be represented and voted at the 2025 Annual Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date, and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. no later than 11:59 p.m. EST on March 9, 2026 to be validly included in the tally of shares voted at the 2025 Annual Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.
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QUESTIONS AND ANSWERS ABOUT
THE 2025 ANNUAL MEETING, THE PROXY MATERIALS AND VOTING YOUR SHARES
WHY AM I RECEIVING THESE MATERIALS?
Our Board has delivered the Proxy Materials to you in connection with the solicitation of proxies for use at the 2025 Annual Meeting. As a shareholder, you are invited to attend the 2025 Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.
WHAT IS A PROXY?
Our Board is soliciting your vote at the 2025 Annual Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.
WHAT PROPOSALS WILL BE VOTED ON AT THE 2025 ANNUAL MEETING?
There are two proposals that will be voted on at the 2025 Annual Meeting:
| 1. | To re-elect Justin Wu and Douglas Arner to hold office until the third annual meeting following their election or until their earlier death, resignation or removal. |
| 2. | To approve, ratify and confirm the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration. |
We may also transact such other business as may properly come before the 2025 Annual Meeting.
HOW DOES THE BOARD RECOMMEND I VOTE?
Our Board unanimously recommends that you vote:
| ● | “FOR” the re-election of Justin Wu and Douglas Arner (Proposal No. 1). |
| ● | “FOR” the approval, ratification, and confirmation of the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration (Proposal No. 2). | |
WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2025 ANNUAL MEETING?
If any other matters are properly presented for consideration at the 2025 Annual Meeting, including, among other things, consideration of a motion to adjourn or postpone the 2025 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters will be raised at the 2025 Annual Meeting.
WHO CAN VOTE AT THE 2025 ANNUAL MEETING?
Shareholders of record at the close of business on January 27, 2026, the date established by the Board for determining the shareholders entitled to vote at our 2025 Annual Meeting (the “Record Date”), are entitled to vote at the 2025 Annual Meeting.
On the Record Date, 6,346,823 shares of our Class A Ordinary Shares (representing 6,346,823 votes) and 1,796,934 shares of our Class B Ordinary Shares (representing 179,693,400 votes) were outstanding and are entitled to vote at the 2025 Annual Meeting. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all proposals to be voted on at the 2025 Annual Meeting.
On a vote by way of poll, each holder of the Company’s Class A Ordinary Shares shall be entitled to one (1) vote in respect of each Class A Ordinary Share held by him on the Record Date. Each holder of the Company’s Class B Ordinary Shares shall be entitled to one hundred (100) votes in respect of each Class B Ordinary Share held by him on the Record Date. The polls will close at 11:59 p.m. EST on March 9, 2026.
A list of the shareholders of record as of January 27, 2026, will be available for inspection at the 2025 Annual Meeting.
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WHAT CONSTITUTES A QUORUM?
Two members, one of whom must be the holder of a majority of our outstanding shares as of the Record Date must be present, in person or by proxy, at the 2025 Annual Meeting in order to properly convene the 2025 Annual Meeting. This is called a quorum. If such members are not present in person or by timely and properly submitted proxies to constitute a quorum, the 2025 Annual Meeting may be adjourned to such time and place determined by the Directors. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.
WHAT IS THE DIFFERENCE BETWEEN BEING A “SHAREHOLDER OF RECORD” AND A “BENEFICIAL OWNER” HOLDING SHARES IN STREET NAME?
Shareholder of Record: You are a “shareholder of record” if your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust. The Proxy Materials are sent directly to a shareholder of record.
Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and your bank or other nominee is considered the shareholder of record. Your bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record, you are invited to attend the 2025 Annual Meeting, but you may not vote these shares in person at the 2025 Annual Meeting unless you obtain a “legal proxy” from the bank or other nominee that holds your shares, giving you the right to vote the shares at the 2025 Annual Meeting.
HOW DO I VOTE?
Shareholders of record can vote their shares in person by attending the 2025 Annual Meeting, by telephone or over the Internet at www.proxyvote.com in accordance with the instructions on your proxy card, or by mail, by completing, signing and mailing your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. no later than 11:59 p.m. EST on March 9, 2026 to be validly included in the tally of shares voted at the 2025 Annual Meeting.
If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held in “street name” (i.e. through a bank, broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend upon the institution’s voting processes, including voting via the telephone or the Internet. Please contact the institution holding your Class A Ordinary Shares or Class B Ordinary Shares for more information.
You may vote before the annual meeting at www.proxyvote.com. Use your 16-digit control number, located on the Notice, and follow the instructions.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
It means that your Class A Ordinary Shares or Class B Ordinary Shares are registered differently or you have multiple accounts. Please vote all of these shares separately to ensure all of the shares you hold are voted.
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WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?
Shareholders of Record: If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons named as proxies will vote your shares as follows: “FOR” the re-election of the two directors of the Company named in this Proxy Statement (Proposal No. 1), and “FOR” the approval, ratification, and confirmation of the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration (Proposal No. 2). If you do not return a proxy, your shares will not be counted for purposes of determining whether a quorum exists, and your shares will not be voted at the 2025 Annual Meeting.
Beneficial Owners: If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held in “street name” (i.e. through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may exercise discretionary authority to vote on matters that the NASDAQ (“NASDAQ”) determines to be “routine.” Your bank, broker or other nominee is not allowed to vote your shares on “non-routine” matters, and this will result in a “broker non-vote” on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum exists. The only item on the 2025 Annual Meeting agenda that may be considered routine is Proposal No. 2 relating to the Ratification of Appointment of the Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025; however, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance with the laws of Cayman Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.
CAN I CHANGE MY VOTE OR REVOKE MY PROXY?
If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2025 Annual Meeting. If you submitted your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the vote at the 2025 Annual Meeting, a valid, later-dated proxy. Attendance at the 2025 Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Corporate Secretary before the proxy is exercised or you vote by written ballot at the 2025 Annual Meeting. If you are a beneficial owner whose Class A Ordinary Shares or Class B Ordinary Shares are held through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the 2025 Annual Meeting and voting in person.
For purposes of submitting your vote, you may change your vote until 11:59 p.m. EST on March 9, 2026. After this deadline, the last vote submitted will be the vote that is counted.
HOW WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?
We will pay the cost of soliciting proxies for the 2025 Annual Meeting. Proxies may be solicited by our directors, executive officers, and employees, without additional compensation, in person, or by mail, courier, telephone, email or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
WHO WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2025 ANNUAL MEETING?
Broadridge Financial Solutions, Inc. will tabulate and certify the votes. We plan to announce preliminary voting results at the 2025 Annual Meeting, and we will report the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2025 Annual Meeting.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
The affirmative vote of a simple majority of the votes of the shares entitled to vote on the two (2) proposals that were present and voted at the 2025 Annual Meeting is required for both proposals presented herein.
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WHAT ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?
An “abstention” occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.
Abstentions will have no effect on the outcome of either proposal.
A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the 2025 Annual Meeting in person or by proxy but does not vote on a particular proposal because that holder does not have discretionary authority to vote on that particular item and has not received instructions from the beneficial owner.
Broker non-votes will have no effect on the outcome of either proposal.
WHAT DO I NEED TO DO TO ATTEND THE 2025 ANNUAL MEETING?
If you plan to attend the 2025 Annual Meeting in person, you will need to bring proof of your ownership of shares, such as your proxy card or transfer agent statement and present an acceptable form of photo identification such as a passport or driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the 2025 Annual Meeting.
If you are a beneficial owner holding shares in “street name” through a bank, broker or other nominee and you would like to attend the 2025 Annual Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business EST on January 27, 2026. In order to vote at the 2025 Annual Meeting, you must contact your bank, broker or other nominee in whose name your shares are registered and obtain a legal proxy from your bank, broker or other nominee and bring it to the 2025 Annual Meeting.
WHERE CAN I GET A COPY OF THE PROXY MATERIALS?
Copies of our 2025 Annual Report, including consolidated financial statements as of and for the year ended December 31, 2025, the Current Report on Form 6-K that includes the financial statements for the nine months ended September 30, 2025 (the “Financials 6K”), the proxy card, the Notice and this Proxy Statement are available on our Company’s website at www.aptorumgroup.com. The contents of that website are not a part of this Proxy Statement.
Pursuant to NASDAQ’s Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The 2025 Annual Report for the year ended December 31, 2025, which was filed on Form 20-F (the “2023 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our 2025 Annual Report by visiting the “Financial Information” heading under the “Investors” section of the Company’s website at www.aptorumgroup.com. If you want to receive a paper or email copy of the Company’s 2025 Annual Report, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy by contacting our Investor Relations Department at: investor.relations@aptorumgroup.com.
Appointment of proxy by Beneficial Owners: Beneficial Owners whose shares are held through banks, brokers, custodians should consult directly with their banks or brokers or custodians (as the case may be) to assist them in the appointment of proxy.
If shareholders have any questions relating to the 2025 Annual Meeting, please contact our Investor Relations Department at: investor.relations@aptorumgroup.com.
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PROPOSALS
PROPOSAL NO. 1
RE-ELECTION OF CURRENT DIRECTOR
The Board of Directors currently consists of three members: Huen Chung Yuen Ian (“Ian Huen”), Justin Wu and Douglas Arner.
As per our current Memorandum and Articles of Association, we have a staggered board of directors consisting of three classes of directors, with directors serving staggered three-year terms, as set forth below. At each annual general meeting of shareholders, one class of directors will be elected for a three-year term to succeed the class whose terms are then expiring, to serve from the time of election and qualification until the third annual meeting following their election or until their earlier death, resignation or removal. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Shareholders will only elect the Class I directors at this 2025 Annual Meeting.
As previously disclosed, we 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, we 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 our wholly owned subsidiary, and the surviving corporation of the merger with the Merger Sub (the “Merger”); in addition to the requirement of obtaining Aptorum shareholder approval pursuant to the proxy statement/prospectus on Form S-4 (File No. 333-290742) (the “S-4”), the closing of the Merger is subject to the satisfaction or waiver of each of the other closing conditions set forth in the Merger Agreement and therefore the Merger may never occur. However, the parties are working towards closing the Merger and if that occurs, the Board of Directors will change, as set forth in the S-4. Additionally, the current staggered structure of the Board of Directors will adjust to a single class of directors following the completion of the Merger. It is currently anticipated that Mrrs. Wu and Arner will remain directors after the Merger, however, if the Merger closes, they will only serve until the 2027 annual shareholder meeting or until their earlier death, resignation or removal. Regardless of the Merger, Mrrs. Wu and Arner must stand for re-election at this time and you are only being asked to vote on Mrrs. Wu and Arner re-election now. Please review the S-4 for additional details about the Merger; the S-4 is not a part of this Current Report on Form 6-K or Notice.
| Name & Class | Positions | Expiration of Director Term/Re-Election Year | ||
| Class III | ||||
| Ian Huen | Chief Executive Officer & Executive Director | 2027 | ||
| Class II | ||||
| Not applicable | ||||
| Class I | ||||
| Justin Wu | Independent Non-Executive Director | 2026 | ||
| Douglas Arner | Independent Non-Executive Director | 2026 |
As per the above, Justin Wu and Douglas Arner will stand for re-election at the 2025 Annual Meeting.
Information Regarding the Company’s Director Nominees
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PROFESSOR JUSTIN WU
Professor Justin Wu is an Independent Non-Executive Director of Aptorum Group Limited. He also has been serving as the Chief Operating Officer of CUHK Medical Centre since August 2018. He served as the Associate Dean (Development) of the Faculty of Medicine at CUHK from July 2014 to June 2018 and the Associate Dean (Clinical) of the Faculty of Medicine at CUHK from December 2012 to July 2014, and has been serving a Professor in the Department of Medicine and Therapeutics since 2009, also the Director of the S. H. Ho Center for Digestive Health, a research center specializing in functional gastrointestinal diseases, reflux and motility disorders, and digestive endoscopy. Active in research publications and assessments, Professor Wu served as the International Associate Editor of American Journal of Gastroenterology (“AJG”), and Managing Editor of Journal of Gastroenterology and Hepatology (“JGH”). He is also the Secretary General of the Asian Neurogastroenterology and Motility Association (“ANMA”), and Secretary General of the Asia Pacific Association of Gastroenterology (“APAGE”).
Professor Wu has won a number of awards including the Emerging Leader in Gastroenterology Award by the JGH Foundation, and the Vice Chancellor’s Exemplary Teaching Award at CUHK. Aside from his expertise in gastroenterology, Professor Wu has an extensive interest in the development of Integrative Medicine in Hong Kong. He is the Founding Director of the Hong Kong Institute of Integrative Medicine, working closely with the School of Chinese Medicine to develop an integrative model at an international level. The institute aims at maximizing the strength of Western and Chinese medicine to provide a safe and effective integrative treatment to patients.
Professor Wu served as a consultant and an advisory board member for Takeda Pharmaceutical, AstraZeneca, Menarini, Reckitt Benckiser and Abbott Laboratory. He earned his Bachelor of Medicine and Bachelor of Surgery Degree (1993), and his Doctor of Medicine Degree (2000) from CUHK. Additionally, he attained Fellowships of the Royal College of Physicians of Edinburgh and London in 2007 and 2012 respectively, Fellowship of the Hong Kong College of Physicians in 2002, Fellowship of the Hong Kong Academy of Medicine in 2002, and has been an American Gastroenterological Association Fellow since 2012.
PROFESSOR DOUGLAS ARNER
Professor Douglas W. Arner is an Independent Non-Executive Director of Aptorum Group Limited. Douglas is the Kerry Holdings Professor in Law and Director and co-founder of the Asian Institute of International Financial Law at the University of Hong Kong, as well as Faculty Director and co-founder of the LLM in Compliance and Regulation, LLM in Corporate and Financial Law, and Law, Innovation, Technology and Entrepreneurship (LITE) Programmes. He served as Head of the HKU Department of Law from 2011 to 2014 and as Co-Director of the Duke University-HKU Asia-America Institute in Transnational Law from 2005 to 2016. Douglas has published eighteen books and more than 200 articles, chapters and reports on international financial law and regulation, most recently Reconceptualising Global Finance and its Regulation (Cambridge 2016) (with Ross Buckley and Emilios Avgouleas) and The RegTech Book (Wiley 2019 (Janos Barberis and Ross Buckley). His recent papers are available on SSRN at https://papers.ssrn.com/sol3/cf_dev/AbsByAuth.cfm?per_id=524849, where he is among the top 75 authors in the world by total downloads. Professor Arner led the development of Introduction to FinTech – launched with edX in May 2018 and now with over 80,000 learners spanning the world – and the foundation of the edx-HKU Online Professional Certificate in FinTech. He is a Senior Visiting Fellow of Melbourne Law School, University of Melbourne, a non-executive director of NASDAQ and Euronext listed Aptorum Group and an Advisory Board Member of the Centre for Finance, Technology and Entrepreneurship (CFTE). Professor Arner was an inaugural member of the Hong Kong Financial Services Development Council (2013-2019) and has served as a consultant with, among others, the World Bank, Asian Development Bank, APEC, Alliance for Financial Inclusion, and European Bank for Reconstruction and Development. He has lectured, co-organized conferences and seminars and been involved with financial sector reform projects around the world. Professor Arner has been a visiting professor or fellow at Duke, Harvard, the Hong Kong Institute for Monetary Research, IDC Herzliya, McGill, Melbourne, National University of Singapore, University of New South Wales, Shanghai University of Finance and Economics, and Zurich, among others. Professor Arner is the Senior Regulatory & Strategic Advisor of Aeneas Group, a multi-disciplinary financial services institution with technology-driven growth initiatives.
He holds a BA from Drury College (where he studied literature, economics and political science) in 1992, a JD (cum laude) from Southern Methodist University in 1995, an LLM (with distinction) in banking and finance law from the University of London (Queen Mary College) in 1996, and a PhD from the University of London in 2005.
Vote Required
The affirmative vote of a simple majority of the votes of the shares entitled to vote on the proposal that were present and voted at the 2025 Annual Meeting is required to approve this proposal.
Recommendation of the Board
The Board unanimously recommends that you vote all of your shares “FOR” the Re-election of Class I Directors Proposal described in this Proposal No. 1.
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PROPOSAL NO. 2
APPROVAL, RATIFICATION AND CONFIRMATION OF
RE-APPOINTMENT OF INDEPENDENT AUDITORS AND
AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION
The Audit Committee of the Board (the “Audit Committee”), which is composed entirely of independent directors, has selected Marcum Asia CPAs LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2025. Ratification of the selection of Marcum Asia CPAs LLP by shareholders is not required by law. However, as a matter of good corporate practice, such selection is being submitted to the shareholders for ratification at the 2025 Annual Meeting. If the shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain Marcum Asia CPAs LLP, but may, in their discretion, retain Marcum Asia CPAs LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.
Marcum Asia CPAs LLP (formerly known as Marcum Bernstein & Pinchuk LLP) has been auditing the Company since 2018.
A Representative from Marcum Asia CPAs LLP will be in attendance at the 2025 Annual Meeting via teleconference to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Independent Registered Public Accounting Firm Fees and Other Matters
The following table sets forth, for each of the years indicated, the fees expensed by our independent registered public accounting firm:
| For the years ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| (In thousand) | ||||||||
| Audit fees | $ | 363 | $ | 363 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 363 | $ | 363 | ||||
“Audit fees” represents the aggregate fees billed or to be billed for each of the fiscal years listed for professional services rendered by our principal auditor for the audit of our annual financial statements or services that in connection with statutory and regulatory filings or engagements for those fiscal years.
“Audit-related fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit fees.
“Tax fees” include fees for professional services rendered by our principal auditor for tax compliance and tax advice on actual or contemplated transactions.
“Other fees” include fees for services rendered by our independent registered public accounting firm with respect to other matters not reported under “Audit fees”, “Audit-related fees” and “Tax fees”.
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our principal auditor including audit services, audit-related services, tax services and other services.
10
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND
A VOTE FOR APPROVAL, RATIFICATION AND CONFIRMATION OF THE RE-APPOINTMENT OF
MARCUM ASIA CPAS LLP
AS THE COMPANY’S INDEPENDENT AUDITORS
FOR THE YEAR ENDING DECEMBER 31, 2025 AND
AUTHORIZATION OF BOARD OF DIRECTORS TO FIX THEIR REMUNERATION
The Board of Directors is not aware of any other matters to be submitted to the 2025 Annual Meeting. If any other matters properly come before the 2025 Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By order of the Board of Directors | |
| /s/ Ian Huen | |
| Ian Huen | |
| Chief Executive Officer and Director | |
| February 6, 2026 |
11
Exhibit 99.2
APTORUM GROUP LIMITED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9 pm Hong Kong time on March 10, 2026
(Record Date — January 27, 2026)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ian Huen, as proxy of the undersigned, with full power to appoint his substitute, and hereby authorizes him to represent and to vote all the shares of stock of Aptorum Group Limited which the undersigned is entitled to vote, as specified below on this card, at the annual meeting of Shareholders of Aptorum Group Limited to be held on March 10, 2026, 2026, at 9:00 pm, Hong Kong time, and at any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY, BEFORE 11:59 PM EST ON MARCH 9, 2026, IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK
PROPOSAL 1: To re-elect Justin Wu and Douglas Arner to hold office until the third annual meeting following their election or until their earlier death, resignation or removal.
Nominees:
Justin Wu ☐
Douglas Arner ☐
| For All | Withold All | For All Except | ||
| ☐ | ☐ | ☐ |
Instruction: To withhold authority to vote for any individual nominee(s), mark “For All Except” and fill in the circle next to each nominee you wish to withhold
PROPOSAL 2: To approve, ratify and confirm the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2025, and to authorize the Board of Directors to fix their remuneration.
| For | Against | Abstain | ||
| ☐ | ☐ | ☐ |
Please indicate if you intend to attend this meeting ☐ YES ☐ NO
| Signature of Shareholder: | ||||||
| Date: | ||||||
| Name shares held in (Please print): | Account Number (if any): | |||||
| No. of Shares Entitled to Vote: |
| Note: | Please sign exactly as your name or names appear in the Company’s stock transfer books. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. |
If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.
If the signer is a partnership, please sign in partnership name by authorized person.
Please provide any change of address information in the spaces below in order that we may update our records:
| Address: | |||
FAQ
When is Aptorum Group (APM) holding its 2025 annual general meeting?
What proposals will Aptorum Group (APM) shareholders vote on at the 2025 annual meeting?
Who is entitled to vote at Aptorum Group (APM)’s 2025 annual meeting and what is the record date?
How can Aptorum Group (APM) shareholders submit their votes for the 2025 annual meeting?
What auditor fees did Aptorum Group (APM) report for 2023 and 2024?
How does Aptorum Group (APM) describe the impact of the planned DiamiR merger on its board?
