Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 09 2022 - 7:01AM
Edgar (US Regulatory)
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 2022
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, 2022, Aptorum Group Limited (the
“Company”), entered into a Securities Purchase Agreement (the “Agreement”) with Aenco Technologies Ltd (“Note
holder”), a Cayman Islands company that is indirectly 34.56% effectively owned by our non-executive director and major shareholder,
Ian Huen. Since Mr. Huen is an affiliate of the Company, the Agreement and the transaction contemplated therein has been approved by the
audit committee of the board of directors of the Company, which only consists of independent directors.
Pursuant
to the Agreement, the Note holder is purchasing a convertible note in the original principal amount of $3,000,000 (the “Note”).
The Note is unsecured, convertible into the Company’s restricted Class A Ordinary Shares, par value $1.00 per share (the “Ordinary
Shares”) at the Note holder option. The Notes will have a maturity date of 12 months subject to the Note holder’s extension,
a bullet interest rate of 7% per annum, and a conversion price of $1.20 per Class A Ordinary share. The Company shall have an obligation
to repay the principal amount and interest of the Note on the maturity date in cash or in unregistered Class A Ordinary Shares or a combination
of such at the Company’s discretion. The shares used to meet a repayment would be valued at the Conversion Price.
The
Note is being purchased is exempted from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to Regulation D and/or Regulation S promulgated thereunder and will be issued as restricted
securities. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the form of the Agreement, which is attached as an exhibit to this current report.
On
December 9, 2022, the Company issued a press release (the “Press Release”) announcing the entry into the Agreement. A copy
of the Press Release is attached hereto as Exhibit 99.1.
Neither
this report nor the exhibits attached constitute an offer to sell, or the solicitation of an offer to buy our securities, nor shall there
be any sale of our securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or jurisdiction.
The
information in this Form 6-K, including the exhibits 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 333-235819) 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
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.
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Aptorum Group Limited |
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Date: December 9, 2022 |
By: |
/s/
Darren Lui |
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Name: |
Darren Lui |
|
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Title: |
Chief Executive Officer |
2
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