August 30, 2019

Ian Huen
Chief Executive Officer and Executive Director
Aptorum Group Ltd
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong

       Re: Aptorum Group Ltd
           Amendment No. 1 to Registration Statement on Form F-1
           Filed August 16, 2019
           File No. 333-232510

Dear Mr. Huen:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 30,
2019 letter.

Amendment No. 1 to Registration Statement on Form F-1 filed August 16, 2019

Smart Pharma Token, page 8

1.     We note your response to comment 2 that the SMPT tokens are not being
offered or sold
       to U.S. persons and that the transaction documents and agreement
governing the tokens
       have expressed restrictions. Please advise us as to the extent to which
you have
       implemented guidance in SEC Release 33-7516, including, for example,
whether the
       issuer's website:
         is password protected with procedures reasonably designed to ensure
that only non-
           U.S. persons can obtain access to the token offering;
 Ian Huen
Aptorum Group Ltd
August 30, 2019
Page 2

          limits access to the internet offering materials to persons who can
demonstrate that
          they are not U.S. persons;
          includes a prominent disclaimer that clearly provides that the offer
is directed only to
          countries other than the United States; and/or
          provides that the tokens are not being offered in the United States
or to U.S. persons.
2.    Please advise us of the provisions of Regulation S that you are relying
upon in offering
      and selling the SMPT tokens. Please provide a detailed analysis as to how
you meet each
      element of those provisions.
3.    Please note your response to comment 3 indicates token holders are
entitled to "net
      profits" or "net income" of SPLP. However, the disclosure in your
registration statement
      discusses royalties based on "net sales," "revenue" and "positive cash
flow." Please revise
      to address the inconsistency and to clarify whether distributions to
token holders
      following a liquidation, dissolution or winding up of SPLP could exceed
the amounts set
      aside from net sales and other revenue.
4.    We note your response to prior comment 4 and your revised disclosure on
page 9.
      Please revise your disclosure, consistent with your written response to
comment 4, to
      clearly state: (1) you do not believe the net proceeds from the sales of
the tokens will be
      sufficient to fund all of SMTPH's current and future operations; (2) you
may provide
      SMTPH with the additional funding as necessary; and (3) the percentage of
funding
      provided by you and/or additional sources will not affect the portion of
royalties and/or
      profits token holders will be entitled to. Additionally, please include a
risk factor
      disclosing the fact that the distributions to token holders are not
correlated with the
      number of tokens sold or amount of proceeds raised through token sales.
In this regard,
      we note that the dollar value of distributions will not be affected by
proceeds from token
      sales that greatly exceed or are significantly lower than the cost of
funding SMTPH's
      current and future operations.
       You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at
202-551-3675 with
any questions.



                                                             Sincerely,
FirstName LastNameIan Huen
                                                             Division of
Corporation Finance
Comapany NameAptorum Group Ltd
                                                             Office of
Healthcare & Insurance
August 30, 2019 Page 2
cc:       Louis Taubman, Esq.
FirstName LastName