Aptorum Group Ltd Announces Entering into an Agreement and Plan of Merger with YOOV Group Holding Ltd and a Split-off Agreement to Separate its Legacy Business

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].