Aptorum Group Ltd【APM】株式ニュース

Aptorum Group Limited and DiamiR Biosciences Enter into Definitive Merger Agreement

July 16, 2025

Aptorum Group Limited (NASDAQ: APM) ("Aptorum Group," “Aptorum” or the "Company"), a clinical stage biopharmaceutical company dedicated to addressing unmet medical needs in oncology and infectious diseases, and DiamiR Biosciences (“DiamiR”), a developer of proprietary innovative blood-based tests for brain health and other diseases with a CLIA licensed, CAP accredited clinical laboratory in New Haven, CT, today announced that they have entered into a definitive agreement for an all-stock merger transaction, in which DiamiR Biosciences will retain its name and become a wholly-owned subsidiary of Aptorum Group upon consummation of the merger.The combined company expects to remain listed on the Nasdaq Stock Market following the closing of the merger.

Ian Huen, Aptorum's Chief Executive Officer and Chairman, commented, "Following a thorough review and evaluation of ways to continue building value for Aptorum Group’s shareholders, we believe merging with DiamiR, a commercialization-capable company focused on brain health and other significant unmet needs, represents the best path forward for our Company and has the potential to deliver near and long-term value. Our board believes that the combined company will be well-positioned to become a global life sciences company with the capability to generate revenue through biopharma services and offering much needed biomarker panels for complex-biology indications to better characterize patients.”

According to DiamiR’s Chief Executive Officer, Alidad Mireskandari, Ph.D., “Aligning the strategic strengths of the two companies allows us to execute our plans to advance Clinical and Pharma Services solutions for aging-related diseases, such as Alzheimer’s and other neurodegenerative diseases, neurodevelopmental disorders, oncology and autoimmune indications, driving shareholder value and establishing the combined company as a leader in non-invasive, blood-based testing with strong focus on brain health. We look forward to working together with Aptorum’s team and bringing into the combined company our strong assay development, commercialization, reimbursement, and regulatory expertise.”

About the Proposed Transaction, Management & Organization
Under the terms of the merger agreement and subject to stockholder approval, Aptorum Group will re-domicile to the state of Delaware prior to the closing of the merger (“Domestication”), and following the Domestication, acquire all of the outstanding capital stock of DiamiR Biosciences in exchange for a number of shares of its common stock which will represent approximately 70% of the outstanding common stock of Aptorum Group, with the current equity holders of Aptorum Group retaining 30% of the common stock immediately following the consummation of the merger.

The merger agreement has been approved by the boards of directors of both companies, and is subject to stockholder approval of both companies and other customary closing conditions. The proposed merger is expected to close in the fourth quarter 2025.

Following the merger, the combined company will be headquartered in Princeton, New Jersey, and the executive officers are expected to be Ian Huen as Chief Executive Officer, Dr. Alidad Mireskandari as President and Chief Operating officer, and Gary Anthony as Chief Financial Officer. The merger agreement provides that the board of directors of the combined company will be composed of five members, with three members initially designated by Aptorum Group and two members and one board observer initially designated by DiamiR.

The Company will seek its shareholders' approval for the issuance of shares in the merger, as well as other related proposals including the Domestication and a reverse stock split. Completion of the merger is subject to a number of conditions, including, without limitation, approval by Aptorum Group shareholders of both the Domestication and merger share issuance, satisfaction of NASDAQ listing requirements, certain third party consents, a registration statement on Form S-4 for the Aptorum Group shares being issued as merger consideration being declared effective by the Securities and Exchange Commission (the "SEC") and the satisfaction or waiver of other customary closing conditions. Once the Form S-4 has been declared effective by the SEC, the Company intends to set a date for a special meeting for its shareholders to approve the proposals associated with the merger as well as other related proposals as described above, and deliver the final notice for the shareholders meeting to its shareholders.

Hunter Taubman Fischer & Li LLC is acting as legal counsel to Aptorum Group while Ellenoff Grossman & Schole LLP is acting as legal counsel to DiamiR Biosciences. H.C. Wainwright & Co. is acting as financial advisor to DiamiR in connection with 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.

DiamiR Biosciences
DiamiR is a private molecular diagnostics company focused on developing and commercializing minimally invasive tests offered through its CLIA/CAP-certified 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.

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