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]

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].

Financial Performance - Aptorum Group reported a net loss of $11.5 million in 2022, a significant decrease from a net loss of $27.1 million in 2021, primarily due to a gain on long-term investments of $5.6 million and a decrease in loss on investments in marketable securities of $7.9 million[8]. - Research and development expenses decreased to $9.2 million in 2022 from $10.9 million in 2021, attributed to reduced contracted research organization services as the company prepares for Phase 2 of its lead projects[8]. - General and administrative fees slightly decreased to $5.2 million in 2022 from $5.4 million in 2021, mainly due to reduced payroll expenses from a decrease in staff[8]. - Legal and professional fees increased to $2.9 million in 2022 from $2.6 million in 2021, due to more consulting services engaged during the year[9]. - Accumulated deficit increased from $(55,537,515) to $(65,337,075), a deterioration of approximately 17.5%[19]. Cash and Assets - As of December 31, 2022, Aptorum Group had $5.0 million in cash and restricted cash, down from $8.3 million as of December 31, 2021, primarily due to cash used in operating activities[9]. - Cash and cash equivalents decreased from $8,131,217 to $1,882,545, a decline of about 76.8%[19]. - Total current assets decreased from $12,688,300 to $7,067,802, a decline of approximately 44.8%[19]. - Total assets decreased from $21,907,243 to $20,867,371, a decline of about 4.7%[19]. Liabilities and Equity - Total liabilities increased significantly from $4,401,121 to $13,034,066, representing an increase of about 195.5%[19]. - Total equity attributable to shareholders decreased from $23,607,345 to $15,712,094, a reduction of approximately 33.5%[19]. - Accounts payable and accrued expenses rose from $4,172,565 to $6,166,807, an increase of approximately 47.8%[19]. - Non-controlling interests increased from $(6,101,223) to $(7,878,789), a change of approximately 29.1%[19]. Investments and Corporate Actions - Long-term investments increased from $4,156,907 to $9,744,958, representing an increase of about 134.0%[19]. - The company entered into a non-binding Letter of Intent to acquire 100% of URF Holding Group Limited, which may result in a reverse takeover and continued listing on Nasdaq[7]. - The company effectuated a ten-for-one share consolidation on January 23, 2023, changing the par value of Class A and Class B Ordinary Shares[5]. - The company executed a 1 for 10 reverse stock split effective January 23, 2023[20]. Clinical Development - The company completed Pre-IND discussions with the US FDA for its lead project ALS-4, targeting IND clearance for Phase II clinical trials in the United States[3]. - The End of Phase 1 meeting for SACT-1 with the US FDA was completed, with the FDA agreeing on the proposed clinical development plan for pediatric neuroblastoma treatment[4]. Commercialization - NativusWell® commenced commercialization in China through JD.com, one of the largest e-commerce platforms in the country[4].

Financial Performance and Revenue Generation - The company has not generated any revenue from product sales and may never become profitable without additional financing[45] - The company has not generated any revenue from drug candidates and does not foresee generating revenue in the near future[52] - The company anticipates that existing cash will likely allow for the completion of preclinical development for at least one Lead Project, but full clinical development will require additional funding[92] - The company may not achieve timely regulatory approval for its drug candidates, which could limit its ability to generate sufficient revenues and cash flows[125] Drug Development and Clinical Trials - AML Clinic commenced operations in June 2018 and is expected to be the principal source of revenue, but it may not be sufficient to support operations and R&D[51] - The average cost of launching a new drug is estimated to approach $2.6 billion and can take around 12 years to reach the market[59] - Clinical trials are lengthy and expensive, with potential failures at any stage, impacting the company's ability to advance drug candidates[71] - The company has obtained CTA/FDA approval to initiate clinical trials for Lead Projects, but patient enrollment challenges could delay these trials[68] - The company may need to conduct additional clinical trials if initial trials do not meet primary endpoints, leading to increased costs and delays[73] - Delays in clinical trials could harm the commercial prospects of drug candidates and increase costs, jeopardizing the ability to generate product sales revenues[97] Regulatory Challenges and Compliance - Regulatory approval processes are lengthy and unpredictable, with no assurance that any drug candidates will receive approval[84] - Compliance with current Good Clinical Practices (cGCP) is essential, and failure to comply could render clinical data unreliable[76] - The company may face additional post-marketing testing requirements or restrictions on drug distribution if regulatory authorities impose such conditions[89] - Compliance with FDA's Current Good Manufacturing Practices (cGMP) is mandatory, and failure to comply could result in enforcement actions that impair marketing capabilities[116] - The FDA's policies may change, potentially delaying regulatory approval of drug candidates or imposing stricter product labeling and post-marketing testing requirements[198] Intellectual Property and Patent Risks - The company relies on a significant portion of its intellectual property portfolio, which includes pending patent applications that may not be granted, potentially affecting its market position[126] - The company’s patent rights may be challenged, and even if patents are granted, they may not provide meaningful protection against competitors[131] - The company may face lawsuits to protect its intellectual property (IP), which could be expensive and time-consuming[147] - The company is at risk of losing patent protection if it fails to defend against claims of invalidity or unenforceability in court[149] - Changes in U.S. patent law could diminish the value of the company's patents, impacting its ability to protect its drug and diagnostics technology candidates[166] Competition and Market Acceptance - The company may face challenges in achieving market acceptance for its drug candidates as viable treatment options[47] - The company faces significant competition from other pharmaceutical companies with greater financial resources and expertise in research and development, which may hinder market acceptance of its drug candidates[119] - Even with regulatory approval, achieving market acceptance necessary for commercial success remains uncertain[118] Manufacturing and Quality Control - The company intends to engage contract manufacturers for drug production, but risks include inability to meet regulatory standards and potential breaches of contract[186] - Manufacturing difficulties could delay clinical trials and increase costs, jeopardizing the company's ability to provide drug candidates to patients[190] - The company is responsible for quality control by its manufacturers, and failures in this area could lead to significant regulatory restrictions[189] Strategic Partnerships and Collaborations - The company intends to seek strategic alliances, joint ventures, or acquisitions to enhance development and commercialization efforts[224] - The company may face significant competition in establishing strategic partnerships, which may be time-consuming, costly, and complex[225] - Delays in clinical trials or insufficient funding from collaborators could hinder the development of drug candidates[228] - Failure to secure collaborations may lead the company to undertake development activities independently, which could strain financial resources[230]