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 2023

 

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 ☐

 

 

 

On December 20, 2023, Aptorum Group Limited (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on two proposals. At the beginning of the Annual Meeting, there were 206,711,322 votes represented in person or by proxy, which represented approximately 90.93% of the voting power of the shares entitled to vote at the Annual Meeting; a quorum was presented for the transaction of business.

 

We are filing this Current Report on Form 6-K to disclose the voting results from the Annual Meeting. The following proposals were voted on:

 

1.

To re-elect all Class I directors to the Company’s board of directors (the “Board”) until the third annual meeting of shareholders or until his/her respective successor is elected and duly qualified; and.

 

Name		For				Against				Abstain/Withheld
Mr. Charles Bathurst			206,699,393				8,159				3,770
Dr. Mirko Scherer			206,699,831				7,974				3,517
Professor Justin Wu			206,683,588				24,019				3,715
Professor Douglas Arner			206,661,036				46,517				3,769

 

2.

To approve, ratify and confirm the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2023, and to authorize the Board of Directors to fix their remuneration.

 

For				Against				Abstain
	206,703,950				1,769				5,603

 

There were no broker non-votes for either proposal.

 

On December 21, 2023, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Form 6-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-232591) and Form F-3 (Registration Number 333-268873) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

 

EXHIBIT INDEX

  

Exhibit No.		Description
99.1		Press Release

 

 

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 21, 2023	By:	/s/ Ian Huen
		Name:	Ian Huen
		Title:	CEO

 

 

3

Exhibit 99.1

 

 

 

Aptorum Group Limited Announces Results of 2023 Annual General Meeting of Shareholders

 

Aptorum Group Limited (Nasdaq: APM) (“Aptorum Group” or “Aptorum”), a clinical stage biopharmaceutical company dedicated to meeting unmet medical needs in oncology, autoimmune diseases and infectious diseases, announced the results of its 2023 annual general meeting of shareholders, which was held on December 20, 2023, in London.

 

At the annual general meeting, the required number of shareholders of the Company:

 

1)

Re-elected all Class I directors to hold office until the third annual meeting of shareholders or until their respective successors are elected and duly qualified;

 

2)

Approved, ratified and confirmed the re-appointment of Marcum Asia CPAs LLP as the Company’s independent auditors for the year ending December 31, 2023 and authorized the Board of Directors to fix the remuneration of the auditors; and

 

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), autoimmune and infectious diseases. Aptorum has completed two phase I clinical trials for its ALS-4 (MRSA) and orphan drug designated SACT-1 (Neuroblastoma) small molecule drugs and commercializing its NLS-2 NativusWell^® nutraceutical (menopause). 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 and ongoing clinical validation of its novel molecular-based rapid pathogen identification and detection diagnostics technology with Singapore’s Agency for Science, Technology and Research.

 

For more information about the Company, 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. 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 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 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

 

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

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