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 January 2020

Commission File Number: 001-38764

APTORUM GROUP LIMITED

17^th Floor, Guangdong Investment Tower

148 Connaught Road Central

Hong Kong

(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): ☐

We are filing this report to disclose a One Pager the Company will use during corporate presentations; such One Pager is incorporated herein by reference.

Neither this report nor the One Pager attached hereto as Exhibit 99.1 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 Exhibit 99.1 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Number 333-235819) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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.

EXHIBIT INDEX

Exhibit 99.1 

APTORUM GROUP - Novel Therapeutics for Unmet NeedsNASDAQ:APM Q4 2019 UPDATESALS-4 (MRSA bacteremia)ALS-4 Modality Mechanism Market Size Small molecule First-in-Class Oral Non-antibioticUS$ 4bn (2025) MRSA bacteremia incidence (US)>130,000Recent deals in anti-infectives US$ 8.4bn Merck acq. of Cubist Pharm. (2014) US$ 658m Roivant licensing of Intron’s Ph1 asset (2018)Claves (druggable microbiome platform) Diseases (70+ indications)Mkt size 1.Obesity (CLS-1)2.Diabetes3.CV disease4.Renal failure5.Alzheimer’s disease US$ 6bn US$ 22bn US$ 130bn US$ 93bn US$ 18bn Market projection (US)SACT-12018A2035E ALS-42018A2035ECLS-12018A2035E US Total Population (m)328.1363.2MRSA bacteremia136,967172,451Obese population (m)127.3141Neuroblastoma2,6122,891MRSA pneumonia136,967172,451of which high-risk1,1751,301MRSA endocarditis68,48486,226MRSA bone & joint infection8,95011,269Immunocompromised patients10m+10m+Summary of our assumptions on TAM, price, market share and peak salesCurrent progress of pipeline programs:Lead ProjectsOther CandidatesProjected timelineNote: all projected timelines refer to the estimated commencement time of the indicated stagesIND 505(b)(2) filing2ProgramIndicationMechanismComputational DiscoveryIn vitrovalidationExisting PhI/II clinical safety data1In vivovalidationBridging studiesPhII / III with limited population3SACT-1NeuroblastomaDrug RepurposingQ4 2019ready for clinical trial by Q2/Q3 2020SACT-2To be disclosedDrug RepurposingSACT-3To be disclosedDrug RepurposingProgramIndicationMechanismDiscoveryLead OptimizationIND enablingPhase IPhase II / IIIALS-4Anti S. aureus(incl. MRSA)Anti-virulenceQ1/2 2020based onLPAD pathway4+ oral formulation Q3 2019 CLS-1ObesityDruggable Microbiota Q4 2019Q2 2020Q4 2020ProgramModalityIndicationFormulationCommercialisationDOI (NLS-2)Dietary SupplementMenopausal symptoms5Q1 2020Sources to industry data, market size and financial projections available upon request. For full description of our programs please visit ir.aptorumgroup.com1.Refers to the drug’s existing Phase I/II safety data previously conducted by a third party. Does not refer to clinical trials conducted by Aptorum2.Subject to FDA’s approval on a case-by-case basis, a 505(b)(2) can rely in part on existing information from approved products (such as FDA’s previous finding on safety and efficacy) or data in the public domain3.Subject to the FDA’s approval4.ALS-4’s eligibility for the LPAD pathway is subject to the FDA’s approval. Targeting other indications in Phase II may affect our valuation. QIDP status can be applied once we identify an indication5.BBC News: “National shortage in hormone replacement therapy adds to the stress of menopause” Aug 2019IR CONTACTST+852 2117 6611Einvestor.relations@aptorumgroup.comWir.aptorumgroup.com