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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.
Aptorum Group Limited is offering 1,000,000 Class A Ordinary Shares at $2.00 per share in a registered primary offering under a prospectus supplement. Gross proceeds are $2,000,000 and estimated proceeds to the company before expenses are $1,860,000. The placement agent fee is $140,000. In a concurrent private placement, the investor will receive warrants to purchase up to 2,000,000 Class A Ordinary Shares at an exercise price of $2.00; those warrants and shares issuable upon exercise are being sold in a private exemption and are not registered here. The prospectus supplement notes a public float of approximately $15.28 million as of October 10, 2025 and states customary closing conditions and risk disclosures including the Cayman Islands holding company structure.
Aptorum Group Limited filed a Form 6-K to update investors on its previously announced merger with DiamiR Biosciences Corp.. The filing explains that Aptorum will form a wholly owned Delaware subsidiary that will merge with and into DiamiR, leaving DiamiR as a wholly owned subsidiary of Aptorum after the merger.
The merger remains subject to Aptorum shareholder approval and other closing conditions set out in the Merger Agreement dated July 14, 2025. Aptorum also reports that it has filed a proxy statement/prospectus on Form S-4 with the SEC, which provides detailed information about Aptorum, DiamiR and the merger, including financial statements for both companies and transaction-related financial information.
This Form 6-K incorporates the S-4 and related exhibits by reference into Aptorum’s existing Form S-8 and Form F-3 registration statements, meaning those registration statements now include the merger-related disclosures. The filing also includes standard forward-looking statement cautions, emphasizing that expectations about the merger and future performance involve risks and uncertainties.
Aptorum Group Ltd (APM) is proposing a business combination with DiamiR that would domesticate the Cayman Islands parent into a Delaware corporation and reorganize its share capital while issuing Aptorum Delaware shares to DiamiR shareholders under a defined Conversion Ratio. Key transaction mechanics include a Share Consolidation (reverse split) to be set by the board before domestication, issuance scenarios that would produce up to 23,499,080 Aptorum Delaware common shares to DiamiR holders under one conversion example, and the creation of a non-voting Series A preferred for existing Aptorum Class B holders in another example.
The filing discloses commercial and operational ties: an Intellectual Property License Agreement with an upfront payment of $5,000 and monthly fees of $1,200 through the earlier of the Merger closing or December 31, 2025, plus governance and board appointment rights for major stockholders. Material risks noted include regulatory uncertainty in China/Hong Kong (including PCAOB/HFCAA inspection risks), continued Nasdaq listing concerns, DiamiR’s lack of product revenues and expected ongoing losses, and execution risks tied to clinical development and funding.