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 April 2019
Commission File Number: 001-38764
Aptorum Group Limited
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The following exhibit is attached:
| Exhibit | Description | |
| 99.1 | Aptorum Financial Results for 2018 |
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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: April 15, 2019
| Aptorum Group Limited | ||
| By: | /s/ Ian Huen | |
| Ian Huen | ||
| Chief Executive Officer and Executive Director | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Aptorum Financial Results for 2018 |
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Exhibit 99.1
Aptorum Group Limited Reports 2018 Fiscal Year Financial Results and Business Update
HONG KONG, April 15, 2019 – Aptorum Group Ltd. (NASDAQ: APM), a preclinical stage pharmaceutical company developing and commercializing a broad portfolio of projects under development of therapeutic and diagnostic technologies to tackle unmet medical needs, today provided a business update and announced financial results for the fiscal year ended December 31, 2018.
Recent Business Updates
| - | Successfully completed an initial public offering (“IPO”) on the Nasdaq Global Market of 761,419 Class A ordinary shares at a public offering price of $15.8 per shares |
| - | Private placement of convertible bonds in April 2018 of $15 million of which $1.5 million was converted into Class A ordinary shares upon IPO in December 2018 |
| - | Full year 2018 research and development expenses of $3.1 million, increased $0.5 million compared to the period March 1, 2017 to December 31, 2017 |
“Last year was monumental for Aptorum Group. On the business front, we completed our IPO in the fourth quarter of 2018,” said Ian Huen, Founder and Chief Executive Officer of Aptorum Group. “In 2019, we look forward to continued advancement of our projects under development, and expect to advance our first lead project into IND-enabling studies.”
2018 Fiscal Year Financial Results Highlights
Aptorum Group reported a net loss of $15.1 million in 2018, as compared to $2.6 million for the period March 1, 2017 through December 31, 2017. The increase in net loss in 2018 was driven by the decrease in gain on investment in marketable securities due to the a one-off investment disposed in last period, increased in general and administration fees due to the increased headcount in the Group to support the business development, and increased in net interest expenses due to the convertible debts issued in 2018.
Research and development expenses were $3.1 million in 2018 as compared to $2.6 million for the period March 1, 2017 through December 31, 2017. The increase in research and development expenses in 2018 was primarily due to the expansion of research and development team to support growing business and projects.
General and administrative fees were $4.9 million in 2018 as compared to $1.5 million for the period March 1, 2017 through December 31, 2017. The increase in general and administrative expenses 2018 was mainly driven by increased headcount in the Group to support the business development.
Legal and professional fees were $1.8 million in 2018 as compared to $1.4 million for the period March 1, 2017 through December 31, 2017. The increase in legal and professional fees was mainly due to the preparation of IPO and business expansion.
Aptorum Group ended the 2018 with $26.1 million in cash and restricted cash as compared to $16.7 million as of December 31, 2017. The increase in cash and restricted cash was mainly the result of the $15 million of convertible bonds issued during the year.
About Aptorum Group
We are a pharmaceutical company currently in the preclinical stage, dedicated to developing and commercializing a broad range of therapeutic and diagnostic technologies to tackle unmet medical needs. We are pursuing therapeutic and diagnostic projects in neurology, infectious diseases, gastroenterology, oncology and other disease areas. We also have projects focused on non-therapeutic area such as surgical robotics as well as the operations of our medical clinic in Hong Kong, Talem Medical, with the initial focus on treatment of chronic diseases resulting from modern sedentary lifestyles and aging population.
For more information about the Company, please visit www.aptorumgroup.com.
Forward-Looking Statements
This press release includes statements concerning Aptorum Group Limited and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. Aptorum has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, risks related to its announced management and organizational changes, the continued service and availability of key personnel, its ability to expand its product assortments by offering additional products for additional consumer segments, the company’s anticipated growth strategies, anticipated trends and challenges in its business, and its expectations regarding, and the stability of, its supply chain, and the risks more fully described in Aptorum’s Prospectus (File No. 333-227198) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2018 and other filings that Aptorum may make with the SEC in the future. Aptorum assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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APTORUM GROUP LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(SUCCESSOR BASIS)
For Year Ended December 31, 2018 and the Period March 1, 2017 through December 31, 2017
(Stated in U.S. Dollars)
| Year Ended | March 1, 2017 through | |||||||
| December 31, 2018 | December 31, 2017 | |||||||
| Revenue | ||||||||
| Healthcare service income | $ | 383,450 | $ | - | ||||
| Operating expenses | ||||||||
| Cost of healthcare service | (318,011 | ) | - | |||||
| Research and development expenses | (3,101,432 | ) | (2,560,323 | ) | ||||
| General and administrative fees | (4,919,626 | ) | (1,480,093 | ) | ||||
| Legal and professional fees | (1,811,770 | ) | (1,395,490 | ) | ||||
| Other operating expenses | (560,709 | ) | (257,177 | ) | ||||
| Total expenses | (10,711,548 | ) | (5,693,083 | ) | ||||
| Other (loss) income | ||||||||
| Gain on investments in marketable securities, net | 501,522 | 3,912,500 | ||||||
| Loss on investments in derivatives, net | (974,444 | ) | (827,501 | ) | ||||
| Changes in fair value of warrant liabilities | 124,726 | - | ||||||
| Interest (expense) income, net | (4,458,191 | ) | 44,269 | |||||
| Dividend income | - | 2,308 | ||||||
| Total other (loss) income, net | (4,806,387 | ) | 3,131,576 | |||||
| Net loss | (15,134,485 | ) | (2,561,507 | ) | ||||
| Less: net loss attributable to non-controlling interests | (302,762 | ) | (14,045 | ) | ||||
| Net loss attributable to Aptorum Group Limited | $ | (14,831,723 | ) | $ | (2,547,462 | ) | ||
| Net loss per share – basic and diluted | $ | (0.53 | ) | $ | (0.09 | ) | ||
| Weighted-average shares outstanding – basic and diluted | 27,909,788 | 26,963,435 | ||||||
| Net loss | $ | (15,134,485 | ) | $ | (2,561,507 | ) | ||
| Other Comprehensive loss | ||||||||
| Unrealized loss on investments in available-for-sale securities | (1,122,251 | ) | (367,782 | ) | ||||
| Exchange differences on translation of foreign operations | 5,345 | - | ||||||
| Other Comprehensive loss | (1,116,906 | ) | (367,782 | ) | ||||
| Comprehensive loss | (16,251,391 | ) | (2,929,289 | ) | ||||
| Less: comprehensive loss attributable to non-controlling interests | (302,762 | ) | (14,045 | ) | ||||
| Comprehensive loss attributable to the shareholders of Aptorum Group Limited | (15,948,629 | ) | (2,915,244 | ) | ||||
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APTORUM GROUP LIMITED
CONSOLIDATED BALANCE SHEETS (SUCCESSOR BASIS)
December 31, 2018 and 2017
(Stated in U.S. Dollars)
December 31, 2018 | December 31, 2017 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash | $ | 12,006,624 | $ | 16,245,807 | ||
| Restricted cash | 14,100,614 | 480,000 | ||||
| Accounts receivable | 2,827 | - | ||||
| Inventories | 30,642 | - | ||||
| Marketable securities, at fair value | 1,014,338 | 1,972,648 | ||||
| Investments in derivatives | 115,721 | 1,095,122 | ||||
| Amounts due from related parties | 169,051 | - | ||||
| Due from brokers | 818,968 | 179,492 | ||||
| Other receivables and prepayments | 464,156 | 310,330 | ||||
| Total current assets | 28,722,941 | 20,283,399 | ||||
| Property, plant and equipment, net | 4,260,602 | 346,587 | ||||
| Non-marketable investments | 7,094,712 | 7,394,713 | ||||
| Intangible assets, net | 1,409,540 | 1,472,707 | ||||
| Amounts due from related parties | 50,000 | 304,820 | ||||
| Long-term deposits | 3,417,178 | 1,757,756 | ||||
| Other non-current asset | 119,667 | - | ||||
| Total Assets | $ | 45,074,640 | $ | 31,559,982 | ||
| LIABILITIES AND EQUITY | ||||||
| LIABILITIES | ||||||
| Current liabilities: | ||||||
| Amounts due to related parties | $ | 33,417 | $ | 197,386 | ||
| Accounts payable and accrued expenses | 1,247,147 | 653,348 | ||||
| Finance lease payable, current portion | 43,877 | - | ||||
| Warrant liabilities | 753,118 | - | ||||
| Convertible debts | 10,107,306 | 480,000 | ||||
| Total current liabilities | 12,184,865 | 1,330,734 | ||||
| Finance lease payable, non-current portion | 143,873 | - | ||||
| Total Liabilities | $ | 12,328,738 | $ | 1,330,734 | ||
| Commitments and contingencies | - | - | ||||
| EQUITY | ||||||
| Class A Ordinary Shares ($1.00 par value; 60,000,000 shares authorized, 6,537,269 shares issued and outstanding at December 31, 2018 and 5,426,381 shares issued and outstanding at December 31, 2017, respectively) | $ | 6,537,269 | $ | 5,426,381 | ||
| Class B Ordinary Shares ($1.00 par value; 40,000,000 shares authorized, 22,437,754 shares issued and outstanding as at December 31, 2018 and 2017) | 22,437,754 | 22,437,754 | ||||
| Additional paid-in capital | 23,003,285 | 5,294,402 | ||||
| Accumulated other comprehensive loss | (1,484,688 | ) | (367,782 | ) | ||
| Accumulated deficit | (17,379,185 | ) | (2,547,462 | ) | ||
| Total equity attributable to the shareholders of Aptorum Group Limited | 33,114,435 | 30,243,293 | ||||
| Non-controlling interests | (368,533 | ) | (14,045 | ) | ||
| Total equity | 32,745,902 | 30,229,248 | ||||
| Total Liabilities and Equity | $ | 45,074,640 | $ | 31,559,982 | ||
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Contact
Investor relations:
Tel: +852 2117 6611
Email: investor.relations@aptorumgroup.com
Media:
Tel: + 852 2117 6611
Email: info@aptorumgroup.com
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