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Aptorum Group Ltd SEC Filings

APM NASDAQ

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 (NASDAQ: APM) is a foreign private issuer that files reports with the U.S. Securities and Exchange Commission, and its SEC filings provide detailed information about its operations as a clinical stage biopharmaceutical company and about key corporate transactions. As disclosed in its Form 20-F and multiple Form 6-K reports, Aptorum focuses on the discovery, development and commercialization of therapeutic assets for diseases with unmet medical needs, particularly in oncology, including orphan oncology indications, and infectious diseases. The company has also reported activities in healthcare services and diagnostics collaborations.

On this SEC filings page, readers can review Aptorum’s current reports on Form 6-K, which cover topics such as interim financial statements, registered direct offerings, and the Agreement and Plan of Merger with DiamiR Biosciences Corp. One Form 6-K describes the July 14, 2025 merger agreement under which Aptorum will form a Delaware subsidiary that will merge with and into DiamiR, with DiamiR surviving as a wholly owned subsidiary of Aptorum, subject to shareholder approvals and other closing conditions. Other 6-K filings attach DiamiR’s financial statements and management’s discussion and analysis, and incorporate Aptorum’s registration statement on Form S-4 related to the proposed merger.

Additional filings detail Aptorum’s financing activities, including a registered direct offering of Class A ordinary shares and a concurrent private placement of restricted warrants, with information on the number of shares, warrant terms, gross proceeds and intended use of proceeds. These documents also describe lock-up agreements with officers and directors and the role of placement agents. Separate filings address Nasdaq listing matters, such as the company’s disclosure of a minimum bid price deficiency notice and subsequent regaining of compliance.

Through Stock Titan, users can access these filings as they are furnished to EDGAR and take advantage of AI-powered tools to help interpret complex documents. AI-generated summaries can highlight key elements of Aptorum’s Form 20-F annual report, including risk factors and business descriptions, and explain the implications of interim financial statements filed on Form 6-K. Real-time updates surface new filings as they appear, while AI analysis of transaction-related documents, such as the Form S-4 and merger-related 6-Ks, can help clarify the structure of the proposed merger with DiamiR, expected ownership percentages, and the conditions to closing.

Investors can also use this page to monitor Aptorum’s ongoing reporting obligations, review historical filings for context on its research and development focus, and examine disclosures around financing arrangements and listing compliance. Together, these SEC documents provide a regulatory record of how Aptorum describes its business, risks, capital structure and major corporate actions over time.

Rhea-AI Summary

Aptorum Group Limited files a Form S-4 pre-effective amendment registering 19,917,413 shares of Aptorum Delaware common stock for issuance to DiamiR Biosciences stockholders in a planned merger. Existing Aptorum holders would receive 9,536,034 common shares and 1,796,934 Series A preferred shares upon domestication to Delaware.

After the merger, DiamiR and current Aptorum shareholders are expected to own about 70% and 30% of the combined company, which plans to be renamed Niki BioSolutions, Inc. and trade on Nasdaq as “NIKI.” Proposals include a reverse stock split, Cayman-to-Delaware domestication, a new 2025 incentive plan, and board reconstitution.

CEO Ian Huen controls roughly 86.7% of voting power and has agreed to vote in favor of all proposals, effectively assuring approval. The filing also details Hong Kong/PRC regulatory and HFCAA-related audit risks, cash transfers to subsidiaries, and management and IP agreements with DiamiR extended to June 30, 2026.

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Rhea-AI Summary

Aptorum Group Limited (APM) files a Pre-Effective Amendment to a Form S-4 to register shares in connection with its proposed merger with DiamiR Biosciences Corp. Under the Merger Agreement, the surviving public company will domesticate to Delaware and be renamed Niki BioSolutions, Inc.

The transaction contemplates a post-closing ownership mix of approximately 70% for DiamiR stockholders and 30% for existing Aptorum shareholders. The proxy seeks shareholder approvals for a share consolidation, Domestication, issuance of shares exceeding 20% of outstanding common stock to DiamiR stockholders, a new equity incentive plan, director appointments and related matters. Major holder Jurchen Investment Corporation (controlled by CEO Ian Huen) holds voting power of ~86.71%, and has entered into a voting agreement in support of the proposals.

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Aptorum Group Limited, a Cayman Islands-based biopharma company listed on the Nasdaq Capital Market, files its annual report describing a clinical‑stage business with no revenue from product sales and a heavy reliance on raising additional capital to fund operations.

The company highlights extensive risks around its preclinical and clinical drug pipeline, regulatory approvals, intellectual property protection, dependence on third parties, and operating exposure to Hong Kong and PRC regulatory regimes. Its auditor has expressed substantial doubt about Aptorum’s ability to continue as a going concern, and the company also warns about potential Nasdaq delisting, PCAOB inspection issues, and concentrated voting control through Class B shares.

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Rhea-AI Summary

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.

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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.

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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.

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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.

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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.”

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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.

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FAQ

How many Aptorum Group (APM) SEC filings are available on StockTitan?

StockTitan tracks 19 SEC filings for Aptorum Group (APM), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Aptorum Group (APM)?

The most recent SEC filing for Aptorum Group (APM) was filed on March 31, 2026.

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