Welcome to our dedicated page for Aptorum Group SEC filings (Ticker: APM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Aptorum Group Limited's SEC filings document its foreign private issuer reporting, corporate governance and capital-structure disclosures. Form 6-K reports include annual general meeting proxy materials, shareholder voting results, board-election items, auditor ratification matters and disclosures tied to Class A Ordinary Shares and Class B Ordinary Shares.
The company's filings also cover material-event reports, material agreements, operating and financial results, registration-statement references on Form S-8 and Form F-3, and Nasdaq listing-compliance notices. These records frame APM's pharmaceutical development business alongside its governance, share structure, risk factors and public-company reporting obligations.
Aptorum Group Limited amended its previously reported merger plans with DiamiR Biosciences Corp. by extending key dates. The termination date for their planned merger, originally set at December 31, 2025, has been moved to June 30, 2026 as the parties continue working to satisfy closing conditions.
The related Management Services Agreement and Intellectual Property License Agreement have also been extended to June 30, 2026, with an amendment to the Management Services Agreement filed as an exhibit. Aptorum has filed a Form S-4 registration statement and plans to mail shareholder meeting notices so its shareholders can vote on approving the proposed transactions.
Aptorum Group Limited reported the results of its 2025 annual meeting of shareholders held on March 10, 2026. A total of 2,521,856 shares, representing 96.97% of the voting power entitled to vote, were present by proxy, establishing a strong quorum.
Shareholders voted on two proposals. For director elections, 180,344,392 votes were cast for Justin Wu, with 73,930 abstain/withheld, and 180,344,410 votes were cast for Douglas Arner, with 73,912 abstain/withheld. The second proposal received 180,394,457 votes for, 23,096 against and 769 abstentions, with no broker non-votes reported.
Aptorum Group Limited reported that Nasdaq has notified the company it is not in compliance with the exchange’s minimum bid price requirement of $1 per share under Listing Rule 5550(a)(2). The notice does not immediately affect the listing or trading of Aptorum’s shares.
The company has a 180-calendar-day grace period, until September 1, 2026, to regain compliance. During this time, Aptorum plans to evaluate options to restore compliance, including a potential reverse stock split, and states it is committed to maintaining its Nasdaq listing.
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.
Aptorum Group Limited has filed a pre-effective amendment to its Form S-4 for a stock-for-stock merger with DiamiR Biosciences and a move from Cayman to Delaware. In the deal, Aptorum will domesticate as a Delaware corporation, complete a reverse share consolidation, and then merge a new Delaware subsidiary into DiamiR, leaving DiamiR as a wholly owned subsidiary. If completed on January 21, 2026, Aptorum Delaware would issue about 19,917,413 shares of common stock to current DiamiR stockholders, while existing Aptorum holders would hold about 9,536,034 common and 1,796,934 non-convertible Series A preferred shares. After closing, DiamiR stockholders are expected to own roughly 70% of the combined company and current Aptorum shareholders about 30%, with the renamed company, Niki BioSolutions, Inc., expected to trade on Nasdaq under the symbol “NIKI.”
Aptorum Group Limited has filed a mixed shelf registration to offer up to $75,000,000 of Class A ordinary shares, preferred shares, warrants, debt securities and units over time. This replaces a prior $75,000,000 shelf that expires in January 2026, with unsold securities and previously paid fees carried forward under SEC Rules 415(a)(5) and 415(a)(6).
The filing also registers up to 54,054 Class A Ordinary Shares for resale, issuable upon exercise of outstanding selling shareholder warrants that now have a $0.00 exercise price, so Aptorum will not receive proceeds from their exercise or resale. As of January 14, 2026, 6,346,823 Class A Ordinary Shares were outstanding, and the company’s public float was about $7.55 million, limiting primary F-3 sales under General Instruction I.B.5.
Aptorum describes a pending merger with DiamiR Biosciences that, after a planned domestication to a Delaware corporation, is expected to leave DiamiR holders with approximately 70% and existing Aptorum shareholders with about 30% of the combined company. Related agreements include a management services and IP license arrangement running to March 31, 2026, a voting agreement with Aptorum’s CEO, who controls 87.17% of current voting power, a stockholders agreement granting DiamiR holders board designation and certain veto rights while they own at least 25% of the combined company, and a termination fee equal to the higher of $2,000,000 or 70% of Aptorum’s cash if the merger ends under specified conditions after equity capital is raised.
Aptorum Group Limited has filed a Form F-1 to register up to 2,060,000 Class A Ordinary Shares for resale by selling securityholders upon exercise of outstanding warrants. These include 2,000,000 shares underlying October 2025 investor warrants exercisable at $2.00 per share and 60,000 shares underlying placement agent warrants exercisable at $2.50 per share. Aptorum will not receive proceeds from resale of the shares, but would receive cash if the warrants are exercised. The filing describes recent financings, including an October 2025 registered direct offering and private placement and a January 2025 registered direct sale of 1,535,000 shares. It also outlines a planned stock-for-stock merger with DiamiR, under which DiamiR holders would own about 70% of the combined company, along with Hong Kong/PRC regulatory and HFCAA-related listing risks and a policy of retaining earnings rather than paying dividends.
Aptorum Group (APM) completed a registered direct financing, selling 1,000,000 Class A ordinary shares and issuing, in a concurrent private placement, restricted warrants to purchase up to 2,000,000 shares, for aggregate gross proceeds of about $2 million. The warrants are exercisable immediately at $2.00 per share and expire 24 months from the effective date of a resale registration statement for the warrant shares. The transaction closed on October 14, 2025.
H.C. Wainwright & Co. acted as exclusive placement agent. Fees include 7% of gross proceeds, a 1% management fee, specified expenses, and clearing fees. Aptorum expects net proceeds of approximately $1.725 million, to be used for working capital and to help fund expenses tied to the previously announced DiamiR Biosciences merger, which remains subject to closing conditions. The company agreed to a 30‑day issuance lock-up, and officers and directors agreed to a 30‑day sale lock-up following closing.
Aptorum Group (APM) furnished DiamiR Biosciences’ quarterly financials and related MD&A for the quarter ended August 31, 2025. This update is tied to the previously announced plan for Aptorum to merge its newly formed Delaware subsidiary with DiamiR, leaving DiamiR as a wholly owned subsidiary. The Merger remains subject to Aptorum shareholder approval and the satisfaction or waiver of other closing conditions set out in the Merger Agreement.
The furnished materials are incorporated by reference into Aptorum’s existing registration statements on Form S-8 (No. 333-232591) and Form F-3 (No. 333-268873), making the DiamiR disclosures part of those offerings’ prospectuses. The filing also includes the Merger Agreement reference and Inline XBRL exhibits.