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 June 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 ☐
On June 9, 2026, Aptorum Group Limited (the “Company”) held an extraordinary general meeting of its shareholders (the “EGM”).
The Company held the EGM in connection with the transactions contemplated by that certain Agreement and Plan of Merger dated as of July
14, 2025, (the “Merger Agreement”), between the Company and DiamiR Biosciences Corp., a Delaware corporation (“DiamiR”),
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 (the “Merger”).
At the EGM, the Company’s shareholders voted on six proposals;
the sixth proposal was to permit an adjournment if needed, but it was not. At the beginning of the EGM, shareholders holding an aggregate
of 2,848,680 Class A Ordinary Shares and Class B Shares combined, which represents 97.15% of the voting power of the shares entitled to
vote at the EGM, were represented by proxy, which constituted a quorum for the transaction of business.
We
are filing this Current Report on Form 6-K to disclose the voting results from the EGM. The following proposals were voted on:
| 1. | Approve, by an ordinary resolution a share consolidation of
the Company’s Class A Ordinary Shares and Class B Ordinary Shares, par value US$0.00001 per share, each in the authorized share
capital of the Company (including issued and unissued share capital) at a ratio of [2-1] or [3-1] or [4-1] or [5-1] or [6-1] or [7-1]
or [8-1] or [9-1] or [10-1], with the exact ratio to be selected at the sole discretion of the Company’s Board by the day immediately
prior to the effective date of the Domestication (as hereinafter defined) (the “Share Consolidation Proposal” or “Proposal
No. 1”); |
| For |
|
Against |
|
Abstain |
| 180,695,301 |
|
49,619 |
|
226 |
There were not any broker non-votes
for Proposal 1.
| 2. | Approve, by special resolution, Aptorum be de-registered in the Cayman Islands pursuant to the Companies
Act (as revised) of the Cayman Islands and the Company’s Memorandum and Articles of Association and be registered by way of continuation
as a corporation under the laws of the State of Delaware (the “Domestication”) and that the directors of Aptorum be authorized
and directed to cause an application to be made to the Registrar of Companies of the Cayman Islands to deregister the Company in the Cayman
Islands. The Domestication will be effected at least one day prior to closing the Merger, by Aptorum filing a certificate of corporate
domestication and the proposed new certificate of incorporation (the “Proposed Charter”) with the Secretary of State of the
State of Delaware and filing an application to deregister with the Registrar of Companies of the Cayman Islands. Upon the effectiveness
of the Domestication, Aptorum will continue as a Delaware corporation. All outstanding securities of Aptorum will convert into outstanding
securities of Aptorum Delaware, as described in more detail in the accompanying proxy statement/prospectus (the “Domestication Proposal”
or “Proposal No. 2”); |
| For |
|
Against |
|
Abstain |
| 180,708,982 |
|
35,824 |
|
340 |
There were not any broker non-votes
for Proposal 2.
| 3. | Approve, by ordinary resolution, (i) the issuance of shares of Aptorum Delaware common stock, which
will represent more than 20% of the shares of Aptorum Delaware common stock outstanding immediately prior to such issuance, to DiamiR
stockholders, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus
(the “Nasdaq Stock Issuance Proposal” or “Proposal No. 3”); |
| 4. For |
|
Against |
|
Abstain |
| 180,707,194 |
|
37,729 |
|
223 |
There were not any broker non-votes
for Proposal 3.
| 4. | Approve, by ordinary resolution, the implementation of a new stock incentive plan with 4,500,000 shares
of Common Stock (the “SIP Proposal” or “Proposal No. 4”); |
| For |
|
Against |
|
Abstain |
| 180,700,953 |
|
43,968 |
|
225 |
There were not any broker
non-votes for Proposal 4.
| 5. | Approve, by ordinary resolution, a proposal to approve the
appointment of five (5) directors to the Board of Directors of the post-merger company, namely Kira Sheinerman, Ian Huen, Justin Wu,
Dougals Arner and Laura A. Philips, assuming the Merger closes, to be effective upon the Closing (the “Director Appointment Proposal”
or Proposal No. 5”); |
| For |
|
Against |
|
Abstain/Withheld |
| 180,714,778 |
|
29,482 |
|
886 |
Based on the votes, all proposals
were approved. DiamiR’s shareholders also approved the Merger and related transactions and documents on June 9, 2026. Although shareholder
approval from both entity’s shareholders is a condition to closing the Merger, the Merger remains subject to the satisfaction or
waiver of the remaining closing conditions and therefore we cannot guarantee that it will close.
The information in this Form
6-K 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 333-281028) 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.
On June 10, 2026, the Company
issued a press release announcing the receipt of shareholder approval. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Financial Statements and Exhibits.
Exhibits.
The following exhibits are attached.
| Exhibit |
|
Description |
| 99.1 |
|
Press Release |
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: June 10, 2026 |
By: |
/s/ Ian Huen |
| |
|
Name: Ian Huen |
| |
|
Title: CEO |
Exhibit 99.1
Aptorum Group Announces Shareholder Approval
of Proposed Merger with DiamiR Biosciences
NEW YORK, NY - June 10th, 2026 (GLOBE
NEWSWIRE) -- Aptorum Group Limited (NASDAQ: APM) (“Aptorum Group” or “Aptorum”), a biopharmaceutical company dedicated
to addressing unmet medical needs, today announced that at its shareholder meeting held on June 9, 2026, its shareholders voted to approve
the proposed merger transaction with DiamiR Biosciences Corp. (“DiamiR”), a developer of innovative blood-based diagnostic
tests for brain health and other diseases.
The approval by Aptorum Group’s shareholders
represents a significant milestone toward completing the previously announced all-stock merger transaction, pursuant to which DiamiR will
become a wholly owned subsidiary of Aptorum Group. DiamiR’s shareholders also approved the transaction on June 9, 2026.
Ian Huen, Chief Executive Officer and Chairman
of Aptorum Group, commented, “We are pleased that shareholders of both companies have recognized the strategic rationale and long-term
value potential of this transaction. The approval marks an important step in bringing together two innovative companies within the healthcare
space. We look forward to completing the merger and executing on our shared vision of building a leading life sciences company focused
on improving patient outcomes while creating value for shareholders.”
Alidad Mireskandari, Ph.D., Chief Executive Officer
of DiamiR, added, “We are grateful for the strong support demonstrated by shareholders of both organizations. This approval reflects
confidence in our strategy to advance innovative diagnostic solutions for neurodegenerative and other brain health and aging related diseases.
Together, we believe the combined company will be well-positioned to accelerate commercialization efforts, expand strategic partnerships,
and drive sustainable growth.”
The completion of the merger remains subject to
the satisfaction or waiver of the remaining customary closing conditions described in the merger agreement. The companies currently expect
the transaction to close before fiscal 2027.
Merger between Aptorum Group and DiamiR Biosciences
As was previously announced on July 16, 2025,
Aptorum Group and DiamiR entered into a definitive agreement for an all-stock merger transaction. As a result of this transaction, which
remains subject to customary closing conditions, DiamiR will become a wholly-owned subsidiary of Aptorum Group upon consummation of the
merger.
About Aptorum Group
Aptorum Group Limited (Nasdaq: APM) is a clinical
stage biopharmaceutical company dedicated to the discovery, development and commercialization of therapeutic assets to treat diseases
with unmet medical needs, particularly in oncology (including orphan oncology indications) and infectious diseases. For more information,
please visit the company’s website at www.aptorumgroup.com.
About DiamiR Biosciences
DiamiR Biosciences Corp. is a private molecular
diagnostics company focused on developing and commercializing minimally invasive tests offered through its CLIA-certified, CAP-accredited
laboratory for early detection and monitoring of brain health conditions and other diseases in clinical trials and clinical practice settings.
DiamiR’s proprietary platform technology, protected by over 50 issued patents worldwide, is based on quantitative analysis of organ-enriched,
including brain-enriched and inflammation-associated, microRNA signatures in plasma for screening, patient stratification, as well as
disease progression and treatment monitoring. In addition, DiamiR offers protein and genetic biomarker analyses. DiamiR collaborates with
leading academic centers, disease foundations, and biopharma companies. For more information, please visit the company’s website
at www.diamirbio.com and connect with DiamiR on LinkedIn.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,”
“may,” “will,” “estimate,” “target,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seek,” “future,” “outlook,”
and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts.
Examples of forward-looking statements may include, among others, statements regarding the consummation and closing of the proposed merger,
the satisfactory completion of all conditions to the merger, Aptorum’s and DiamiR’s ability to successfully operate
its business and provide value to stockholders after completion of the merger, Aptorum’s and DiamiR’s future financial, business
and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve
its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing;
acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic
goals, including being able to capitalize on opportunities; expectations relating to Aptorum’s and DiamiR’s industry, outlook
and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations
for increasing revenue and executing growth initiatives. Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.
Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity
and development of the industries in which Aptorum and DiamiR operate may differ materially from those made in or suggested by the forward-looking
statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to
differ materially include changes in the markets in which Aptorum and DiamiR operate, the financial markets, economic, business and regulatory
and other factors, such as Aptorum’s and DiamiR’s ability to execute on their strategies. More detailed information about
risk factors can be found in the Aptorum’s Annual Report on Form 20-F under the heading “Risk Factors,” and in other
reports filed by the Aptorum, including reports on Form 6-K and the registration statement on Form S-4 (File No. 333-290742) that the
SEC declared effective on May 13, 2026. Aptorum and DiamiR do not undertake any duty to update forward-looking statements after the date
of this press release.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any proxy,
consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.
Additional Information About the Proposed Merger
and Where to Find It
In connection with the merger, Aptorum filed a
current report on Form 6-K to disclose additional details about the merger and a registration statement on Form S-4 with the SEC, and
mailed notice of the shareholder meeting and other relevant documents to its shareholders. Investors and security holders of Aptorum are
advised to read the Form S-4, and amendments thereto, the notice to shareholders, and amendments thereto, because they contain important
information about the transaction and the parties to the transaction, and are urged to read the proxy statement/prospectus and the other
relevant materials before making any investment decision with respect to the merger . The notice to shareholders were mailed on May 20,
2026; shareholders can obtain copies of the notice, without charge, at the SEC’s website at www.sec.gov or by directing
a request to: Ian Huen, telephone: +44 20 80929299.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities 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. A copy of Aptorum’s registration statement on Form S-4 can be viewed on the SEC’s website.
Participants in the Solicitation
Aptorum Group, DiamiR and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the merger.
Information about Aptorum’s directors and executive officers including a description of their interests in Aptorum is included in
Aptorum’s most recent Annual Report on Form 20-F, including any information incorporated therein by reference, as filed with the
SEC. Additional information regarding these persons and their interests in the transaction are included in the proxy statement/prospectus
relating to the merger that was filed with the SEC in a registration statement on Form S-4 (File No. 333-290742) that the SEC declared
effective on May 13, 2026. These documents can be obtained free of charge from the sources indicated above.
For More Information
Aptorum Group Limited
Investor Relations Department
investor.relations@aptorumgroup.com
+44 20 8092 9299
