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 October
2025
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 ☐
EXPLANATORY NOTE
Aptorum Group Limited (the “Company”)
is furnishing this Form 6-K to provide six-months interim consolidated financial statements ended June 30, 2025 and to incorporate such
consolidated financial statements into the Company’s registration statements referenced below.
This Form 6-K is hereby incorporated by reference
into the registration statements of the Company on Form
S-8 (Registration Number 333-232591) and Form
F-3 (Registration Number 333-268873) 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extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended,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.
Financial Statements and Exhibits.
Exhibits.
The following exhibits are attached.
| Exhibit |
|
Description |
| 10.1 |
|
Merger Agreement by and between Aptorum and DiamiR, dated July 14, 2025 (incorporated by reference to the Curent Report on Form 6-K filed on July 22, 2025) |
| 10.2 |
|
Management Services Agreement by and between Aptorum Therapeutics and DiamiR, dated July 14, 2025 (incorporated by reference to the Curent Report on Form 6-K filed on July 22, 2025) |
| 10.3 |
|
Intellectual Property License Agreement by and between Aptorum Therapeutics, Aptorum, DiamiR LLC, and DiamiR, dated July 14, 2025 (incorporated by reference to the Curent Report on Form 6-K filed on July 22, 2025) |
| 10.4 |
|
Voting and Support Agreement by and between Aptorum and its major shareholder, dated July 14, 2025 (incorporated by reference to the Curent Report on Form 6-K filed on July 22, 2025) |
| 10.5 |
|
Form of Stockholders Agreement (incorporated by reference to the Curent Report on Form 6-K filed on July 22, 2025) |
| 99.1 |
|
Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024, and for the Six Months Ended June 30, 2025 and 2024 |
| 99.2 |
|
Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 |
| 101.INS |
|
Inline XBRL Instance Document |
| 101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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: October 3, 2025
| |
Aptorum Group Limited |
| |
|
|
| |
By: |
/s/ Ian Huen |
| |
|
Ian Huen |
| |
|
Chief Executive Officer |
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