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 December 2020
Commission File Number: 001-38764
APTORUM GROUP LIMITED
17 Hanover Square
London W1S 1BN, United Kingdom
(Address of principal executive offices)
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): ☐
On December 9, 2020, Aptorum Group Limited (the “Company”) held its 2020 annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on 2 proposals. At the beginning of the Annual Meeting, there were 207,879,113 votes represented in person or by proxy, which represented approximately 88.10% of the voting power of the shares entitled to vote (Class A Ordinary Shares and Class B Ordinary Shares) at the Annual Meeting; a quorum was present for the transaction of business.
At the Annual Meeting, the following proposals were voted on:
| ● | To re-elect each of the seven directors identified herein to the Company’s board of directors (the “Board”), with such directors to serve until the next annual meeting of shareholders and until his/her respective successor is elected and duly qualified; and |
| Election of Directors | For | Against | Abstain | Broker Non-Vote | ||||||||||||
| Mr. Ian Huen | 207,845,535 | 27,059 | 6,519 | - | ||||||||||||
| Mr. Darren Lui | 207,844,115 | 28,934 | 6,064 | - | ||||||||||||
| Dr. Clark Cheng | 207,850,586 | 21,463 | 7,064 | - | ||||||||||||
| Mr. Charles Bathurst | 207,847,159 | 25,484 | 6,470 | - | ||||||||||||
| Dr. Mirko Scherer | 207,852,609 | 18,963 | 7,541 | - | ||||||||||||
| Dr. Justin Wu | 207,853,904 | 18,212 | 6,997 | - | ||||||||||||
| Professor Douglas Arner | 207,851,128 | 21,645 | 6,340 | - | ||||||||||||
| ● | To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the year ending December 31, 2020, and to authorize the Board to fix their remuneration. |
| For | Against | Abstain | ||||||||
| 207,851,910 | 14,521 | 12,682 | ||||||||
1
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.
| Aptorum Group Limited | ||
| Date: December 10, 2020 | By: | /s/ Sabrina Khan |
| Name: Sabrina Khan | ||
| Title: Chief Financial Officer | ||
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release Dated December 10, 2020 | |
3
Exhibit 99.1
Aptorum Group Limited Announces Results of 2020 Annual General Meeting of Shareholders
NEW YORK & LONDON & PARIS--(BUSINESS WIRE)--Dec. 10, 2020--Aptorum Group Limited (Nasdaq: APM; Euronext Paris: APM) (the “Company”, “Aptorum Group” or “Aptorum”), a biopharmaceutical company focused on novel technologies including the targeting of infectious diseases, today announced the results of its 2020 annual general meeting of shareholders, which was held on December 9, 2020, in Hong Kong.
At the annual general meeting, the required number of shareholders of the Company:
| 1) | re-elected all of the Company’s current directors, namely Mr. Ian Huen, Mr. Darren Lui, Dr. Clark Cheng, Mr. Charles Bathurst, Dr. Mirko Scherer, Dr. Justin Wu and Professor Douglas Arner as directors of the Company until the Company’s next annual general meeting of shareholders or until their respective successors are duly appointed and qualified; and |
| 2) | approved, ratified and confirmed the re-appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the year ending December 31, 2020 and authorized the Board of Directors to fix the remuneration of the auditors. |
About Aptorum Group Limited
Aptorum Group Limited (Nasdaq: APM; Euronext Paris: APM) is a pharmaceutical company dedicated to the discovery, development and commercialization of therapeutic assets to treat diseases with unmet medical needs, particularly infectious diseases and cancers (including orphan oncology indications). Aptorum’s pipeline is enriched through the establishment of drug discovery platforms that enable the discovery of new therapeutics assets through programs such as the systematic screening of existing approved drug molecules and microbiome-based research platform for treatments of metabolic diseases. In addition to the above main focus, the Company is pursuing therapeutic and diagnostic projects in neurology, gastroenterology, metabolic disorders, women’s health and other disease areas. Aptorum also has projects focused on surgical robotics and natural supplement for women undergoing menopause and experiencing related symptoms.
For more information about Aptorum Group, please visit www.aptorumgroup.com.
Disclaimer and Forward-Looking Statements
This press release does not constitute an offer to sell or a solicitation of offers to buy any securities of Aptorum Group.
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 Group has based these forward-looking statements, which include statements regarding projected timelines for application submissions and trials, 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.
17 Hanover Square, London, W1S 1BN, United Kingdom
T: (44) 20 8092 9299 ● F: (44) 20 3928 8277
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, development results, 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 Group’s Form 20-F and other filings that Aptorum Group may make with the SEC in the future, as well as the prospectus that received the French Autorité des Marchés Financiers visa n°20-352 on 16 July 2020.
As a result, the projections included in such forward-looking statements are subject to change and actual results may differ materially from those described herein. Aptorum Group assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
This announcement is not a prospectus within the meaning of the Regulation (EU) n°2017/1129 of 14 June 2017 as amended by Regulations Delegated (EU) n°2019/980 of 14 March 2019 and n°2019/979 of 14 March 2019.
This press release is provided “as is” without any representation or warranty of any kind.
Inquiries:
Aptorum Group Limited
Investor Relations Department
investor.relations@aptorumgroup.com
+44 20 80929299
Redchip – Financial Communications United States
Investor Relations
Dave Gentry
dave@redchip.com
+1 407 491 4498
Actifin – Financial Communications Europe
Investor Relations
Ghislaine Gasparetto
ggasparetto@actifin.fr
+33 1 56 88 11 22
17 Hanover Square, London, W1S 1BN, United Kingdom
T: (44) 20 8092 9299 ● F: (44) 20 3928 8277