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
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”);
in addition to the requirement of obtaining Aptorum shareholder approval,
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.
The Company is furnishing
this Form 6-K to disclose and attach and incorporated by reference herein the Company’s proxy statement/prospectus on Form S-4
it filed with the SEC on October 6, 2025, which disclosed information about Aptorum and DiamiR and the Merger, including respective
financial statements of each company and financial statements related to the Merger.
This Form 6-K (including
the exhibits hereto) 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
be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently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.
Cautionary Note Regarding Forward-Looking
Statements
This Form 6-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the
financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management
for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance.
Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this news
release, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target,” “designed to” or other similar expressions that predict or indicate future events
or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements.
Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking
statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s Annual
Report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information
available as of the date of this news release, and expectations, forecasts and assumptions as of that date, involve a number of judgments,
risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent
date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they
were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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 Current Report on Form 6-K filed on July 22, 2025) |
| 99.1 |
|
Registration Statement on Form S-4 |
| 23.1 |
|
Consent of CBIZ CPAs P.C. |
| 23.2 |
|
Consent of Marcum LLP |
| 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 8, 2025
| |
Aptorum Group Limited |
| |
|
|
| |
By: |
/s/ Ian Huen |
| |
|
Ian Huen |
| |
|
Chief Executive Officer |
