UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Core Points - Aptorum Group Limited has received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement of $1 per share [1] - The company has been granted a 180-calendar-day grace period until October 14, 2025, to regain compliance [2] - During this grace period, the company will evaluate options to restore compliance, including a potential reverse stock split [3] - Aptorum Group Limited is focused on the discovery, development, and commercialization of therapeutic assets for unmet medical needs [4]

Company Overview - Andean Precious Metals Corp. is a growing precious metals producer focused on expanding into top-tier jurisdictions in the Americas [2] - The company owns and operates the San Bartolomé processing facility in Potosí, Bolivia, and the Soledad Mountain mine in Kern County, California [2] - Andean is well-funded to act on future growth opportunities and aims to be a multi-asset, mid-tier precious metals producer [2] Leadership and Strategy - The leadership team is committed to creating value through safe, sustainable, and responsible operations [2] - The company has a strategic focus on operational excellence and community engagement, positioning itself for continued success and long-term growth [2] Market Activity - The company celebrated its graduation to the Toronto Stock Exchange, marking a significant milestone in its market presence [1]

Core Viewpoint - Aptorum Group Limited has entered into a securities purchase agreement to sell 1,535,000 Class A Ordinary Shares at an offering price of $2.00 per share, aiming to raise approximately $3.0 million in gross proceeds [1][2]. Group 1: Offering Details - The registered direct offering is expected to close on or about January 3, 2025, pending customary closing conditions [2]. - Maxim Group LLC is acting as the sole placement agent for this offering [3]. - The offering is conducted under a shelf registration statement on Form F-3, which was declared effective by the SEC on January 19, 2023 [3]. Group 2: Company Overview - Aptorum Group Limited is a clinical stage biopharmaceutical company focused on developing therapeutic assets for unmet medical needs, particularly in oncology and infectious diseases [5]. - The company is also involved in the co-development of Paths Test, a rapid pathogen identification and detection technology, in collaboration with Accelerate Technologies Pte Ltd [5].

Corporate Structure and Financials - Aptorum's authorized share capital is $100,000,000, divided into 9,999,996,000,000 Class A Ordinary Shares and 4,000,000 Class B Ordinary Shares, each with a par value of $0.00001[339]. - The company has three variable interest entities (VIEs), with Mios and Scipio being consolidated into Aptorum's financial statements[340]. - Aptorum entered into a private placement agreement in May 2021, issuing 138,793 Class A Ordinary Shares at $28.82 per share, raising approximately $4,000,000[353]. - In June 2023, Aptorum sold $3,000,000 in unsecured convertible notes, which were converted into 1,000,000 Class A Ordinary Shares[356]. - A merger agreement was approved in March 2024, where Aptorum will merge with YOOV Group, with existing YOOV shareholders owning approximately 90% of the combined company[357]. - Following the merger, Aptorum's shareholders will own approximately 10% of the outstanding shares of the combined company[357]. - The company underwent a ten-for-one share consolidation on January 23, 2023, changing the par value of Class A and Class B Ordinary Shares to $10.00[354]. - The company entered into a Split-Off Agreement on March 1, 2024, to transfer assets and liabilities of its legacy business to Aptorum Therapeutics Limited, with Jurchen Investment Corporation acquiring 100% of ATL's shares[360]. - As of April 8, 2024, CGY Investments Limited and DSF Investment Holdings Limited converted a total of 446,842 Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis, resulting in 1,796,934 Class B Ordinary Shares outstanding[362]. Research and Development - The PathsDx Test technology, a rapid pathogen identification and detection diagnostics technology, is co-developed with A*STAR and is currently in progress[345]. - The Company completed Pre-IND discussions with the US FDA on ALS-4 in March 2023, receiving positive feedback on the overall development strategy[389]. - The Company announced the completion of the End of Phase 1 meeting for SACT-1 with the US FDA, which agreed with the proposed clinical development plan for Phase 1/2 trials[389]. - The Company is co-developing the Paths Test technology with Accelerate Technologies, aiming for rapid pathogen identification and detection[386][392]. - The Company plans to merge its subsidiary Paths Innovation Limited with Universal Sequencing Technology Corporation, subject to various conditions including due diligence and shareholder approvals[396]. - The Company intends to streamline operations by terminating clinic services and suspending non-lead R&D projects to focus on lead projects[393]. - The Company has ceased pursuing passive healthcare-related investments to focus resources on current business operations[393]. - The company is selectively expanding its portfolio with potential products that may attain orphan drug designation and satisfy unmet medical needs, focusing on innovations with superior scientific quality and significant market demand[404]. - Collaborations with leading academic institutions and CROs are being strengthened to access external innovation and expertise, which is considered a vital and cost-efficient strategy for product development[405]. - The company intends to aggressively seek government grants from the United States, the United Kingdom, Hong Kong, Singapore, and other regions to fund project development in the biotechnology sector[405]. - The drug discovery programs are primarily based on licenses from universities and conducted via sponsored research arrangements (SRAs), which provide significant value for the company's business[407]. - The company is managing the development of drug candidates through various subsidiaries, referred to as "Project Companies," focusing on market potential and scientific expertise[409]. - License agreements with universities and licensing entities include terms such as worldwide licenses, upfront payments, and royalty rates, which are crucial for the development of lead projects[410]. Clinical Trials and Drug Development - ALS-4 is a small molecule targeting bacterial infections caused by Staphylococcus aureus, including MRSA, with an estimated 33% of people carrying Staphylococcus aureus and 2% carrying MRSA[420]. - ALS-4 demonstrates potent activity against Staphylococcus aureus pigment formation in vitro, with an IC50 of 20 nM, indicating its potential effectiveness against antibiotic-resistant bacteria[426]. - ALS-4 demonstrated 63.8% wound closure in MRSA-infected mouse model, outperforming oral Linezolid (48.4%) and topical Mupirocin (43.2%) at Day 7[428]. - In a non-lethal MRSA bacteraemia mouse model, ALS-4 showed statistically significant reduction in bacterial counts in major organs compared to control and vancomycin groups[429]. - ALS-4's Phase 1 clinical trial was completed in January 2022 with 72 healthy subjects, showing no serious adverse events[431]. - The company plans to submit an IND application for ALS-4 to initiate a Phase 2 clinical study targeting Acute Bacterial Skin and Skin Structure Infections (ABSSSI) in 2025[432]. - The exclusive license agreements for ALS-4 require the company to pay less than 10% of net sales as royalties and up to US$1 million in regulatory milestones[435]. - The cost of bringing a repurposed drug like SACT-1 is estimated at around US$300 million, significantly lower than the cost for new drug development[440]. - SACT-1 has shown effectiveness against neuroblastoma cell lines, particularly in high-risk groups, with a 5-year survival rate of 40-50%[443]. - The maximum tolerable dose of SACT-1 in rodent models was determined to be higher than 400mg/kg, indicating a favorable safety profile compared to standard chemotherapies[446]. - A pediatric formulation of SACT-1 has been developed to address the needs of neuroblastoma patients under 5 years old, showing significant tumor reduction in combination with standard chemotherapy[448]. - SACT-1 demonstrated a tumor size reduction of up to 54.2% in a xenograft mouse model of neuroblastoma over a 22-day period when administered at 60mg/kg in combination with standard of care (SOC) chemotherapy[449]. - The Phase 1 clinical trial for SACT-1 was completed with no serious adverse events reported, and the FDA granted Orphan Drug Designation for SACT-1 in January 2022[451]. - The company plans to submit an IND application to the FDA for a Phase 1b/2a trial of SACT-1 in 2025[452]. - PathsTest technology aims to identify over 1300 pathogens with 99% accuracy within 24-48 hours, significantly improving current diagnostic capabilities[457]. - PathsTest is currently undergoing clinical validation and pre-commercialization processes throughout 2023[461]. - The company has entered into an exclusive license agreement for PathsTest with Accelerate Technologies, with development milestones of up to $250,000[462]. Regulatory and Compliance - The company is a foreign private issuer, exempt from certain provisions applicable to U.S. domestic public companies, including less frequent reporting requirements[373]. - The company faces legal and operational risks associated with doing business in Hong Kong, with no current operations or VIEs in mainland China[376]. - The company’s Class A Ordinary Shares may face trading prohibitions under the Holding Foreign Companies Accountable Act if the PCAOB cannot inspect its auditors for two consecutive years[381]. - The PCAOB has secured access to inspect registered public accounting firms in mainland China and Hong Kong, but future obstruction by PRC authorities could affect this access[381]. - As of the date of the annual report, none of the subsidiaries or consolidated VIEs have made any dividends or distributions to the Company, and no cash dividends are anticipated in the foreseeable future[384]. - The company is subject to extensive regulations in the U.S. and other countries, which require significant time and financial resources for compliance[496][497]. - The regulatory approval process for new drug products is lengthy and expensive, with no guarantee of timely approval[501]. - The company intends to focus its marketing efforts primarily in the U.S., Canada, Europe, and PRC if it obtains marketing approval for its drug candidates[498]. - The FDA requires annual progress reports on clinical trials and immediate notification of serious adverse events within 15 days[508]. - The NDA submission process includes detailed information on product development and must be accepted for filing within 60 days for substantive review[510]. - The FDA may issue a complete response letter detailing deficiencies in the NDA that must be addressed before approval[511]. - The Hatch-Waxman Act allows for a patent term extension of up to five years for drugs, but cannot exceed a total of 14 years from the approval date[516]. - The Affordable Care Act increased rebate liability for branded drugs from 15.1% to 23.1% of the average manufacturer price[524]. - The company may need to conduct pharmacoeconomic studies to demonstrate the cost-effectiveness of products for third-party payor coverage[521]. - Canadian regulations require compliance with Good Manufacturing Practices (GMP) and Good Clinical Practices (GCP) for drug approval[529]. - The drug approval process in Canada involves preclinical toxicology studies to ensure safety before human testing[531]. - A No Objection Letter (NOL) from Health Canada is required to initiate clinical trials, typically received within 30 days[532]. - Clinical trials in Canada follow a three-phase structure, with oversight by Research Ethics Boards (REBs) to ensure compliance with Good Clinical Practices (cGCP)[533]. - Investigational drugs must comply with current Good Manufacturing Practice (cGMP) regulations, and Health Canada can suspend trials if health risks are identified[534]. - After successful Phase 3 trials, a New Drug Submission (NDS) is compiled and submitted to Health Canada for market approval[535]. - A Drug Establishment License (DEL) application must be submitted 90 days prior to the NDS to ensure manufacturing compliance with GMP[537]. - The NDS approval process can take several years and is subject to user fees that increase annually due to inflation[538]. Intellectual Property - The patent portfolio for SACT-1 includes four active national phase patent applications globally, with two US patents granted in 2022 and 2023[453]. - The company has filed multiple patent applications, including two Paris Convention applications in 2022 and 2023, covering innovative methods for pathogen detection[463]. - The company holds exclusive licenses for 4 U.S. patents and 2 PRC patents related to its Lead Projects, ALS-4 and Paths Test, with expiration dates ranging from 2038 to 2041[480][482]. - The Paths Test project has an exclusive license for 4 U.S. patents and 1 European patent, with expiration dates from 2027 to 2041[485]. - The company may seek patent term extensions and marketing exclusivity periods to maintain exclusive rights to its products[485]. - The biotechnology and pharmaceutical industries are characterized by extensive litigation regarding patents, which may affect the company's ability to protect its inventions[490]. - The company relies on unpatented trade secrets and know-how, but monitoring and preventing disclosure of these secrets is challenging[491].

Financial Performance - Aptorum Group reported a net loss of $4.3 million in 2023, a significant decrease from a net loss of $11.5 million in 2022, reflecting a reduction of $7.2 million due to cost control measures[3] - The net loss attributable to Aptorum Group Limited was $2.8 million in 2023, compared to $9.8 million in 2022, showing improved financial performance[14] - Accumulated deficit widened to $(68,161,722) in 2023 from $(65,337,075) in 2022, indicating a decrease in financial health[18] Expenses and Cost Management - Research and development expenses decreased to $5.2 million in 2023 from $9.2 million in 2022, attributed to a focus on lead projects and suspension of non-lead projects[4] - General and administrative fees were reduced to $1.9 million in 2023 from $5.2 million in 2022, primarily due to the reversal of deferred cash bonus payables[5] - Total operating expenses decreased to $11.2 million in 2023 from $18.8 million in 2022, indicating a strategic focus on cost management[14] Cash and Investments - Cash and cash equivalents decreased to $2.0 million as of December 31, 2023, down from $5.0 million in 2022, mainly due to operating activities and loan repayments[6] - Long-term investments increased to $16.1 million in 2023 from $9.7 million in 2022, reflecting growth in investment activities[16] Shareholder Equity and Capital - Total equity attributable to shareholders of Aptorum Group Limited increased to $24,846,236 as of December 31, 2023, up from $15,712,094 in 2022, representing a growth of 58.5%[18] - Additional paid-in capital rose significantly to $93,018,528 in 2023 compared to $45,308,080 in 2022, marking an increase of 105.5%[18] - Total equity decreased to $15,383,353 in 2023 from $7,833,305 in 2022, indicating a growth of 96.5%[18] Shareholder Structure and Changes - The merger agreement with YOOV Group Holding is expected to result in existing YOOV shareholders owning approximately 90% and Aptorum Group shareholders owning about 10% of the combined company[2] - The weighted-average shares outstanding increased to 4,521,133 in 2023 from 3,569,484 in 2022, indicating potential dilution from share issuance[14] - The company executed a 1 for 10 reverse stock split effective January 23, 2023, impacting share amounts and outstanding shares[18] Other Financial Metrics - The company reported healthcare services income of $431,378 in 2023, down from $1.3 million in 2022[14] - Total liabilities and equity decreased slightly to $20,640,091 in 2023 from $20,867,371 in 2022, reflecting a reduction of 1.1%[18] - Non-controlling interests increased to $(9,462,883) in 2023 from $(7,878,789) in 2022, showing a decline in the value attributed to minority shareholders[18] - Accumulated other comprehensive (loss) income shifted to $(10,623) in 2023 from $33,807 in 2022, reflecting a negative change in comprehensive income[18]

Clinical-stage biopharmaceutical firm Aptorum (NASDAQ:APM) is seeing its market value rise dramatically today on a merger between its wholly owned subsidiary and an artificial intelligence (AI) and automation platform. A combination of AI enthusiasm and some support from institutional investors is likely what’s helping APM stock rocket higher.Per MarketWatch, Aptorum has agreed to merge with YOOV Group, which specializes in leveraging advanced AI techniques to optimize business operations. Specifically, the ...

Group 1 - Aptorum (NASDAQ:APM) announced a merger agreement with YOOV Group, which will be a reverse merger where YOOV shareholders will hold 90% of the combined company and APM stockholders will hold 10% [1] - Jurchen Investment, the majority investor in Aptorum, along with its subsidiary Aptorum Therapeutics Limited, will undergo a split concurrent with the merger [1] - The merger has received approval from the Boards of Directors of both companies, pending shareholder approval [1] Group 2 - Following the merger announcement, APM stock experienced a significant increase, rising by 345.5% as of Wednesday morning [2] - Heavy trading activity was noted, with approximately 38 million shares changing hands, far exceeding the daily average of about 6,500 shares [2]

Core Viewpoint - Aptorum Group Limited and YOOV Group Holding Ltd. have entered into a Merger Agreement, which, upon approval by shareholders and satisfaction of closing conditions, will result in a reverse merger where YOOV shareholders will own approximately 90% of the combined company [1][3][4]. Merger Details - The Merger Agreement has been approved by the boards of directors of both Aptorum and YOOV [1]. - A wholly-owned subsidiary of Aptorum will merge with YOOV, and the combined company will be listed on NASDAQ [1][4]. - Following the merger, existing Aptorum shareholders are expected to own about 10% of the combined company, while YOOV shareholders will own approximately 90% [3]. Financial Considerations - Aptorum will issue Class A and Class B ordinary shares to YOOV's shareholders based on a Conversion Ratio, which is determined by the number of Aptorum's outstanding shares multiplied by nine, divided by the aggregate fully diluted shares of YOOV [3]. - The merger consideration is contingent upon the equity value of YOOV being no less than $250 million [6]. Conditions for Closing - The closing of the merger is subject to several conditions, including shareholder approvals, NASDAQ's approval of the initial listing application, and the delivery of legal opinions and fairness opinions [6][7]. - The Separation of Aptorum's legacy business to Aptorum Therapeutics Limited will occur immediately after the merger [2]. Company Profiles - YOOV is an AI-enabled software and automation platform that optimizes business operations and drives digital transformation, serving various industries in the Asia Pacific region [9]. - Aptorum Group is a clinical stage biopharmaceutical company focused on developing therapeutic assets for unmet medical needs, particularly in oncology and infectious diseases [10].

Financial Performance - Revenue from healthcare services for the six months ended June 30, 2023, was $431,378, down 18% from $527,462 in the same period of 2022[7]. - Net loss attributable to Aptorum Group Limited increased to $5,487,104 for the six months ended June 30, 2023, compared to a net loss of $1,885,252 for the same period in 2022, reflecting a rise of approximately 191%[7]. - The company reported a net loss of $6,604,789 for the six months ended June 30, 2023, compared to a net loss of $2,729,788 for the same period in 2022, indicating a significant increase in losses[22]. - The company reported a net loss per share of $1.43 for the six months ended June 30, 2023, compared to a net loss per share of $0.53 for the same period in 2022[7]. - The basic and diluted loss per share for the six months ended June 30, 2023, was $(1.43), compared to $(0.53) for the same period in 2022[134]. Assets and Liabilities - Total current assets decreased from $7,067,802 as of December 31, 2022, to $1,897,991 as of June 30, 2023, representing a decline of approximately 73%[3]. - Total assets decreased from $20,867,371 as of December 31, 2022, to $14,412,041 as of June 30, 2023, a decline of about 31%[4]. - Total liabilities decreased from $13,034,066 as of December 31, 2022, to $1,632,564 as of June 30, 2023, a reduction of approximately 87%[4]. - As of June 30, 2023, total liabilities amounted to $1,044,028, a significant decrease of 83.1% from $6,166,807 as of December 31, 2022[71]. - The company’s accumulated deficit increased from $(65,337,075) as of December 31, 2022, to $(70,824,179) as of June 30, 2023, indicating a worsening financial position[4]. Cash Flow and Liquidity - Cash and cash equivalents decreased significantly from $1,882,545 as of December 31, 2022, to $340,306 as of June 30, 2023, a drop of approximately 82%[3]. - The company has approximately $2.3 million of unrestricted cash or cash equivalents and approximately $12 million of undrawn line of credit facility from a related party, indicating liquidity constraints[23]. - The company had a net cash used in operating activities of $6,193,088 for the six months ended June 30, 2023, compared to $6,913,290 for the same period in 2022, showing a slight improvement in cash flow management[17]. Operating Expenses - Total operating expenses decreased from $8,978,980 in the first half of 2022 to $6,970,226 in the first half of 2023, a reduction of approximately 22%[7]. - The company plans to maintain operating costs through strict cost control and budgeting to ensure sustainability over the next 12 months[24]. Impairment and Expenses - The company recognized an impairment loss on long-lived assets and inventories amounting to $767,505 during the reporting period[17]. - An impairment loss of $519,496 was recognized in research and development expenses for the six months ended June 30, 2023, related to various patented licenses[65]. - The Group recorded an impairment loss of $28,128 for office and medical equipment during the six months ended June 30, 2023[64]. - An impairment loss of $200,916 on right-of-use assets was recognized during the six months ended June 30, 2023[111]. Shareholder Actions - The Company issued 215,959 Class A Ordinary Shares at an average price of $7.53 per share, generating gross proceeds of $1.6 million from the ATM Offering[115]. - A 10 for 1 share consolidation was effectuated on January 23, 2023, resulting in the creation of an additional 8,018 Class A Ordinary Shares[116]. - The Company merged with Aptorum Group Cayman Limited, changing the par value of its Class A and Class B Ordinary Shares from USD 10 to USD 0.00001[117]. - For the six months ended June 30, 2023, the Group issued 1,250,000 Class A Ordinary Shares to convertible note holders upon conversion[118]. - The Group granted 403,820 new share options with an exercise price of $2.68 per share on March 31, 2023[124]. Future Outlook - The company may seek additional capital in the future to fund its continued operations, which could lead to further dilution for shareholders[24]. - The company has prepared its financial statements on a going concern basis, indicating management's belief in the ability to continue operations despite current losses[24].