Aptorum Group Limited and DiamiR Biosciences Enter into Definitive Merger Agreement

Core Viewpoint - Aptorum Group Limited has announced a definitive agreement for an all-stock merger with DiamiR Biosciences, which will become a wholly-owned subsidiary of Aptorum, retaining its name and continuing to be listed on the Nasdaq Stock Market after the merger [1][4]. Company Overview - Aptorum Group is a clinical stage biopharmaceutical company focused on addressing unmet medical needs in oncology and infectious diseases [8]. - DiamiR Biosciences specializes in developing proprietary blood-based tests for brain health and other diseases, operating a CLIA licensed, CAP accredited clinical laboratory [1][9]. Merger Details - The merger will involve Aptorum re-domiciling to Delaware and acquiring all outstanding capital stock of DiamiR in exchange for shares representing approximately 70% of the combined company's common stock, with current Aptorum equity holders retaining 30% [3][4]. - The merger agreement has been approved by the boards of both companies and is subject to stockholder approval and customary closing conditions, with an expected closing in the fourth quarter of 2025 [4][6]. Leadership and Structure - Post-merger, the combined company will be headquartered in Princeton, New Jersey, with Ian Huen as CEO, Dr. Alidad Mireskandari as President and COO, and Gary Anthony as CFO [5]. - The board of directors will consist of five members, with three designated by Aptorum and two by DiamiR [5]. Strategic Goals - The merger aims to create a global life sciences company capable of generating revenue through biopharma services and offering biomarker panels for complex-biology indications, particularly in aging-related diseases and brain health [2][3]. - DiamiR's expertise in assay development and commercialization is expected to enhance the combined company's capabilities in non-invasive blood-based testing [2].