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 2021

 

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 2, 2021, Aptorum Group Limited (the “Company”) held its 2021 annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on 3 proposals. At the beginning of the Annual Meeting, there were 210,188,039 votes represented in person or by proxy, which represented approximately 88.47% 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			209,848,357				332,384				7,298				-
Mr. Darren Lui			209,848,788				331,953				7,298				-
Dr. Clark Cheng			209,851,388				329,353				7,298				-
Mr. Charles Bathurst			210,164,150				16,591				7,298				-
Dr. Mirko Scherer			210,167,442				14,912				5,685				-
Professor Justin Wu			210,167,249				12,512				8,278				-
Professor Douglas Arner			209,852,408				328,353				7,278				-

 

●

To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent auditors for the year ending December 31, 2021, and to authorize the Board to fix their remuneration.

 

For		Against		Abstain
210,165,157		11,804		11,078

  

●

As special business, to approve as a special resolution, an amendment to Article 49.1 and Article 49.2 of the Company’s Second Amended and Restated Memorandum and Articles of Association, to remove the requirement that the record date not be earlier than the date of notice of a shareholder meeting and instead, permits Aptorum’s board of directors more flexibility to set record date they deem suitable, in accordance with the laws of Cayman Islands and those of the NASDAQ Global Market.

 

For		Against		Abstain
210,154,651		20,527		12,861

 

The Company issued a press release to disclose the results of the meeting on December 3, 2021; the press release is attached hereto as Exhibit 99.1

 

  

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 3, 2021	By:	/s/ Sabrina Khan
		Name:	Sabrina Khan
		Title:	Chief Financial Officer

 

  

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release Dated December 3, 2021

 

 

3

 

Exhibit 99.1

 

 

Aptorum Group Limited Announces Results of 2021 Annual General Meeting of Shareholders

 

NEW YORK & LONDON & PARIS--(BUSINESS WIRE)--Dec. 3, 2021

 

Aptorum Group Limited (Nasdaq: APM, Euronext Paris: APM) (“Aptorum Group” or “Aptorum”), a clinical stage biopharmaceutical company focused on novel technologies including the targeting of oncological diseases, announced the results of its 2021 annual general meeting of shareholders, which was held on December 2, 2021, 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, Professor 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;

 

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, 2021 and authorized the Board of Directors to fix the remuneration of the auditors; and

 

3)

Approved, as a special resolution, an amendment to Article 49.1 and Article 49.2 of the Company’s Second Amended and Restated Memorandum and Articles of Association, which removes the requirement that the record date not be earlier than the date of notice of a shareholder meeting and instead, permits Aptorum’s board of directors more flexibility to set record date deem suitable, in accordance with the laws of Cayman Islands and those of the NASDAQ Global Market.

 

About Aptorum Group

 

Aptorum Group Limited (Nasdaq: APM, Euronext Paris: 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. The pipeline of Aptorum is also enriched through (i) the establishment of drug discovery platforms that enable the discovery of new therapeutics assets through, e.g. systematic screening of existing approved drug molecules, and microbiome-based research platform for treatments of metabolic diseases; and (ii) the co-development of a novel molecular-based rapid pathogen identification and detection diagnostics technology with Accelerate Technologies Pte Ltd, commercialization arm of the Singapore’s Agency for Science, Technology and Research.

 

For more information about Aptorum Group, please visit www.aptorumgroup.com.

 

17 Hanover Square, London, W1S 1BN, United Kingdom

T: (44) 20 8092 9299 ● F: (44) 20 3928 8277

 

 

 

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. 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.

 

Contacts

 

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