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 May 2023
Commission File Number:
001-38764
APTORUM GROUP LIMITED
17 Hanover Square
London W1S 1BN, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant filesor will file annual reports
under cover of Form 20-F or Form 40-F: Form 20-F
/ Form40-F
Indicate by check mark if the registrant is submitting the Form 6-K inpaper as
permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K inpaper as
permitted by Regulation S-T Rule 101(b)(7):
On May 1, 2023, Aptorum TherapeuticsLimited ("
Seller
"), a company incorporated under the laws of Grand Cayman Islands and a wholly
owned subsidiary ofAptorum Group Limited (the "
Company
"), entered into a non-binding Letter of Intent and Term Sheet regarding a
potentialacquisition (the "
Acquisition
") of Paths Innovation Limited, a company incorporated under the laws of Grand
CaymanIslands and its subsidiary, Paths Diagnostics Pte Ltd., a company
incorporated under the laws of Singapore (collectively "
Target
")by Universal Sequencing Technology Corporation, a company incorporated under
the laws of Delaware ("
Purchaser
"). TheLetter of Intent and accompanying Term Sheet are subject to final terms
and conditions, which will be mutually accepted and fully describedin certain
definitive agreement(s) governing the Acquisition (the "
Definitive Agreement(s)
").
TheAcquisition is subject to, among other things, the execution of a mutually
agreeable definitive agreement, completion of due diligence,respective
directors and shareholders approvals where relevant. There can be no assurance
that a definitive agreement will be enteredinto or that the proposed
transaction will be consummated on the terms set forth herein or at all.
Therefore, it is possible that theAcquisition may never occur.
The foregoingis only a brief description of the Acquisition and does not
purport to be a complete description of the proposed terms of the
Acquisitionand is qualified in its entirety by reference to the Term Sheet
attached hereto as Exhibit 99.1 and the definitive documents, if materialized.
OnMay 1, 2023, the Company issued a press release regarding the Acquisition. A
copy of the press release is attached hereto as Exhibit 99.2.
Neither this report nor the exhibitsconstitute an offer to sell, or the
solicitation of an offer to buy our securities, nor shall there be any sale of
our securities in anystate or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification under
thesecurities laws of any such state or jurisdiction.
The information in this Form 6-K,including the exhibits shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act
of1934, as amended, and shall not be incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as shallbe expressly set
forth by specific reference in such filing.
This Form 6-K is hereby incorporatedby reference into the registration
statements of the Company on Form S-8 (Registration Number
333-232591
) and Form F-3 (RegistrationNumber
333-268873
) and into each prospectus outstanding under the foregoing registration
statements, to the extent not superseded bydocuments or reports subsequently
filed or furnished by the Company under the Securities Act of 1933, as
amended, or the Securities ExchangeAct of 1934, as amended.
EXHIBIT INDEX
Exhibit No. Description
99.1 Non-Binding Letter of Intent
99.2 Press Release
1
SIGNATURES
Pursuant to the requirements of the Securities ExchangeAct of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Aptorum Group Limited
Date: May 1, 2023 By: /s/ Darren Lui
Name: Darren Lui
Title: Chief Executive Officer
2
Exhibit 99.1
Aptorum Therapeutics Limited
17 Hanover Square
United Kingdom W1S 1BN
May 1, 2023
Universal Sequencing Technology Corporation
6155 Corte Del Cedro
Carlsbad
CA92011
United States
Attn: Chief Executive Officer
Dear Sir:
This Letter of Intent andrelated Term Sheet (collectively "
Letter of Intent
") outlines the general terms and conditions of a potential acquisition(the "
Acquisition
") of Paths Innovation Limited, a company incorporated under the laws of Grand
Cayman Islands andits subsidiary, Paths Diagnostics Pte Ltd., a company
incorporated under the laws of Singapore (collectively "
Target
")by Universal Sequencing Technology Corporation, a company incorporated under
the laws of Delaware ("
Purchaser
") fromAptorum Therapeutics Limited, a company incorporated under the laws of
Grand Cayman Islands ("
Seller
") and 100% subsidiaryof Aptorum Group Limited (Nasdaq: APM), with the
proposed terms and conditions in Exhibit A attached hereto (the "
Term Sheet
").This Letter of Intent and the accompanying Term Sheet are subject to final
terms and conditions, which will be mutually accepted and fullydescribed in
certain definitive agreement(s) governing the Acquisition (the "
Definitive Agreement(s)
").
This Letter of Intent is intendedto express only a mutual indication of
interest in the Acquisition and does not represent any legally binding
commitment or obligationon the part of the parties with respect to the
Acquisition, except with respect to following items "Items" set forth in
ExhibitA:
Governing Law & Jurisdiction
,
Termination
,
Confirmatory Due Diligence
,
Confidentiality
,
TransactionCosts
, and no party hereto will assert otherwise. Any such agreement by the parties
shall only be provided in a Definitive Agreementmutually agreed upon and
executed by the parties.
This Letter of Intent maybe executed in any number of counterparts and any
party hereto may execute any such counterpart, each of which when executed and
deliveredwill be deemed to be an original and all of which counterparts taken
together will constitute but one and the same instrument. In theevent that any
signature is delivered by facsimile transmission or other electronic
transmission, such signature shall create a validand binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if suchfacsimile or other electronic signature page were
an original thereof.
This Letter of Intent, therights and obligations of the parties hereto, and
any claims or disputes relating thereto, will be governed by and construed
under andin accordance with the laws of the State of New York, without regard
to conflicts of law principles that would result in the applicationof any law
other than the laws of the State of New York. Each party to this Letter of
Intent hereby irrevocably and unconditionally submits,for itself and its
property, to the exclusive jurisdiction of the United States District Court
for the Southern District of New York,or if such court does not have
jurisdiction, any New York State court, in either case sitting in New York,
New York, and any appellatecourt from any thereof, in any action or proceeding
arising out of or relating to this Letter of Intent or for recognition or
enforcementof any judgment relating thereto, and each of the parties hereby
irrevocably and unconditionally (a) agrees not to commence any such actionor
proceeding except in such courts, (b) agrees that any claim in respect of any
such action or proceeding may be heard and determinedin such court, (c)
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter haveto the laying of the venue of any
such action or proceeding in any such court, and (d) waives, to the fullest
extent permitted by law,the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court. Each of the
parties hereto agreesthat a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgmentor in any other manner provided by law.
1
Please acknowledge your acceptanceof and agreement to the foregoing by signing
and returning to the undersigned as soon as possible a counterpart of this
Letter of Intent.
Very Truly Yours,
Aptorum Therapeutics Limited
By: /s/ Darren Lui
Name: Darren Lui
Title: Director
Acknowledged by:
Universal Sequencing Technology Corporation
By: /s/ Ming Lei
Name: Dr. Ming Lei
Title: President
2
EXHIBIT A - TERM SHEET
Target: Paths Innovation Limited, a Grand Cayman Islands
incorporated companyand its subsidiary ("PathsDxCayman"),
Paths Diagnostics Pte Ltd. ( "PathsDxSg"), a
Singapore incorporated company(collectively the "
Target
")
Purchaser: Universal Sequencing Technology Corporation,
a Delaware incorporatedcompany (the "
Purchaser
")
Seller: Aptorum Therapeutics Limited, a Grand
Cayman Islands incorporate company("
Seller
")
Transaction/Acquisition: Purchaser acquires Target from the Seller through
the issuance of Purchasercommon stocks ("
Purchaser shares
") based on the below Purchase Price as defined, resulting
in Target becoming a whollyowned subsidiary of Purchaser.
Purchase Price As consideration for the Acquisition, Purchaser will issue such
number of Purchaser shares to Seller corresponding to 18.75% ("Seller
Consideration") of the combined business, and, to the extent if
Astar and the minority owners of PathsDxSg wish to participate, a
further 6.25% ("Astar Consideration") of Purchaser shares to be issued
to AStar and minority owners on a pro rata basis on the condition
that AStar and its minority owners transfer their existing 25%
share in PathsDxSg to PathsDxCayman as part of the Transaction.
To the extent that Astar and the
minority owners of PathsDxSg consentto
transfer in part and not the whole of their existing 25% share
in PathsDxSg as part of the Transaction, the Astar Consideration
ofPurchaser Shares will be adjusted
accordingly on a pro-rata basis.
Closing Conditions: Consummation of the Acquisition as contemplatedhereby will be
subject to customary conditions, including but not limited to:
(i) Approval by Boards of Directors and shareholders (if required) of Seller,Purchaser and Target and AStar will be notified;
(ii) finalization of binding documentation in respect of the proposed transaction("Acquisition Agreement");
(iii) If applicable, receipt of all governmental, regulatory and third party requisiteapprovals and
consents; with each party to use its reasonable best efforts to obtain the approvals and consents;
(iv) The results of the due diligence to be conducted all parties as the casemay be, being
satisfactory to the respective boards of directors of all parties in their sole discretion;
(v) Conversion of all intracompany loan payable balances of Target and
the Seller(and its affiliates) into ordinary shares in the Target;
(vi) Completion of a private
placement raise of minimum
in shares in the Purchaser by Purchaser and Seller in a joint effort;
subject to the terms of the placement, the private placement
will dilute both the existing Purchaser and existing Seller
shareholders on a pro-rata basis based on the combined businesses;
(vii) Upon a successful capital raise (including but not limited to a privateplacement,
pre-initial-public-offering and subsequent initial public offering) by the combined business of
Purchaser and Target, Purchaseragrees to allocate a portion of proceeds, to be agreed,
raised to the further research, development and commercialization of Target'stechnologies.
(viii) Seller will discuss and reach agreement with AStar about AStar's share ownership in PathsDxSgas well as the
modification of AStar's IP license agreement to include all application fields on a best effort basis.
3
Termination Except as otherwise expressly stated in this Letter of
Intent, uponsuch termination, the provisions of this Letter
of Intent shall be of no further force or effect and no
party shall have any liabilityto any other party hereunder.
Confirmatory Due Diligence: Each party and its employees, officers, directors, advisors, legalcounsel, accountants,
agents and representatives will conduct due diligence, including, as necessary, visiting and
inspecting all operationalfacilities and meeting with management. Each party shall extend its
full cooperation and its respective representatives in connectionwith such investigation
and will provide the other party's representatives with full access during normal business
hours to itsbooks and records, facilities, accountants, management, officers, directors and
key employees for the purpose of conducting such due diligenceinvestigation. The aforementioned
due diligence shall be initiated immediately upon execution of this Letter of Intent.
Transaction Costs: Purchaser shall be responsible for all Seller/Target's costsand expenses relating to the
Acquisition on a 75% and 25% pro-rata basis respectively. Prior to engaging the third parties,
it is understoodthat Seller/Target get pre-approval from Purchaser on any related expense
above $1,000, including but not limited to, preparing and negotiatingthe Acquisition
Agreement and preparing all required disclosure relating to such party in connection with
documents required to be filedwith Securities Exchange Commission or the other regulatory
authorities in connection with the Acquisition, and other related expensesas well as
the legal fees incurred by the Seller/Target in connection with the Acquisition (the "
Acquisition Transaction Cost
s").Except otherwise stated, the Purchaser
shall be solely responsible for all costs
and expenses relating to Purchaser including,
but notlimited to, any prospective
capital raise, listing and related regulatory
filings, maintenance of shareholders
and related regulatoryfilings, audit, share
issuances and related filings (etc).
If the Transaction fails or is terminated for any reason,
each partyshall be responsible for its own Transaction Costs.
4
Governing Law & Jurisdiction: If there is a dispute, the parties shall
first engage in a mediation(which shall be
completed no later than 60 days after the
mediation process is initiated), and if
the dispute is still unresolved followingsuch
mediation, either party should have
the right to seek other means of resolution
under the law of the State of New York.
Closing Date: The date on which the Acquisition closes
shall be referred to hereinas the "
Closing Date
". Each party shall use its commercially
reasonable efforts to complete the
acquisition by May31st, 2023 or such
later date to be agreed by both parties.
Confidentiality: The parties to this Letter of Intent acknowledge and agree that theexistence and
terms of this Letter of Intent and the Acquisition are strictly confidential
and further agree that they and their respectiverepresentatives, including without
limitation, shareholders, directors, officers, employees or advisors, shall
not disclose to the publicor to any third party the existence or terms of this
Letter of Intent or the Acquisition other than with the express prior written
consentof the other party, except as may be required by applicable law, rule
or regulation, or at the request of any governmental, judicial,regulatory or
supervisory authority having jurisdiction over a party or any of its representatives,
control persons or affiliates (including,without limitation, the rules
or regulations of the SEC or FINRA), or as may be required to defend any action
brought against such partyin connection with the Acquisition. If a party is so
required to make such a disclosure, it must first provide to the other party
thecontent of the proposed disclosure, the reasons that the disclosure is required,
and the time and place that the disclosure will be made.In such event, the parties
will work together to draft a disclosure that is acceptable to both parties.
Notices: All notices, requests, demands and
other communications(collectively, "
Notices
") given pursuant to this Letter of Intent shall be in
writing, and shall be delivered by personalservice,
courier, facsimile transmission, electronic
mail or by first class, registered or certified
mail, postage prepaid, to the partyat the address
set forth herein. Any Notice, shall be sent
by email transmission, to the parties as set
forth below and shall be effectivewhen received:
If to Seller:
Name: Aptorum Therapeutics Limited
Email:
If to Purchaser:
Name: Universal Sequencing Technology Corporation
Email:
Any party may from time to time change
its address for further Noticeshereunder
by giving notice to the other party in
the manner prescribed in this paragraph.
5
Exhibit 99.2
Aptorum Therapeutics Limited Enters intoLetter of Intent and Term Sheet with
Universal Sequencing Technology Corporation to Merge with Aptorum Group's
subsidiary PathsInnovations Limited
Aptorum Group Limited (Nasdaq: APM, EuronextParis: APM) ("Aptorum Group" or
"Company"), today announced that its wholly owned subsidiary Aptorum
TherapeuticsLimited ("ATL") has entered into a non-binding Letter of Intent
and Term Sheet ("Term Sheet") to merge ("Transaction")its 100% subsidiary,
Paths Innovation Limited and its underlying business (collectively "PathsDx
Group") with Universal SequencingTechnology Corporation ("UST"), a San Diego
and Boston based US company dedicated to the development and commercializationof
advanced proprietary DNA sequencing technologies. Paths Innovation Limited
currently holds, through its majority owned subsidiary PathsDiagnostics Pte.
Limited, the PathsDx technology - a liquid biopsy NGS based technology for the
diagnostics of infectious diseases.As consideration of the Transaction upon
closing, ATL will become a shareholder of the combined company.
The Transaction and other ancillary distributions,where relevant, are subject
to, among other matters, the execution of a mutually agreeable definitive
agreement (the "DefinitiveAgreement"), completion of due diligence and subject
to several conditions including, but not limited to, director and
shareholderapprovals. The relevant Term Sheet has been filed under a 6-K by
the Company.
About Universal Sequencing Technology Corporation
Universal Sequencing Technology Corporation(UST) is a biotechnology company
based in San Diego and Boston, established by a group of NGS veterans,
dedicated in the development andcommercialization of advanced DNA sequencing
technologies. UST's TELL-Seq
TM
linked read library technology enables shortread NGS platforms, such as
Illumina sequencers, to produce super long read results without a long read
sequencer. A sequencing readyIllumina library can be prepared in 3 hours in a
PCR tube, simple, fast and economic. It requires ultra-low DNA input, only
3-5ng forhuman genomes and 0.1-0.5ng for microbial genomes or target panels.
With UST TELL-Seq library and a short read sequencer, one can do manypreviously
incapable or difficult to do applications, such as de novo sequencing
(microbe/animal/insect/plant), metagenomics (ID of newspecies and variants in
microbiomes), whole genome or target phasing, detection of complicated SVs
associated with genetic/rare diseasesand cancers, genome-wide analysis of
meiotic recombination, etc.. UST's AmpliDrop
TM
single cell technology offers usersa fast and affordable but accurate single
cell analysis tool capable of multiomics, isoform detection, and other
advantages. Currently,UST has filed a total of 25 PCT patent applications
covering linked read NGS library preparation, single cell sequencing and
groundbreakingnano-sequencing technologies. UST is poised to lead the next
wave of DNA sequencing.
About Aptorum's Paths
Dx
Program
Paths
Dx
Test (formerly knownas "RPIDD") is an innovative liquid biopsy-driven rapid
pathogen molecular diagnostics technology. Paths
Dx
Test,through proprietary and patented technologies, is developed with the aim
to, cost effectively through patient blood samples, enrich pathogenicDNA and
RNA for pathogenic genome sequencing analysis through harnessing the power of
Next-Generation Sequencing platforms and proprietaryartificial intelligence-base
d software analytics with the goal to rapidly identify and detect any foreign
pathogens (virus, bacteria,fungus, parasites) without bias through its genome
composition and to identify other unknown pathogens and novel mutated
pathogens. Paths
Dx
Testis comprised of two proprietary metagenomics next-generation sequencing
(mNGS) components: (i) HostEL for depletion of human backgroundto enrich both
pathogen DNA and RNA; (ii) AmpRE for one pot DNA/RNA library preparation for
overall cost-effective amplification. Paths
Dx
Testhas been and continues to be validated in human clinical samples and so
far, such testing has been able to detect pathogens - rangingfrom bacteria,
fungi and both DNA and RNA based viruses in an unbiased manner.
About Aptorum Group
Aptorum Group Limited (Nasdaq: APM, EuronextParis: APM) is a clinical stage
biopharmaceutical company dedicated to the discovery, development and
commercialization of therapeuticassets to treat diseases with unmet medical
needs, particularly in oncology (including orphan oncology indications),
autoimmune and infectiousdiseases. Aptorum has completed two phase I clinical
trials for its ALS-4 (MRSA) and orphan drug designated SACT-1 (Neuroblastoma)
smallmolecule drugs and commercializing its NLS-2 NativusWell
(R)
nutraceutical (menopause). The pipeline of Aptorum is also enrichedthrough (i)
the establishment of drug discovery platforms that enable the discovery of new
therapeutics assets through, e.g. systematicscreening of existing approved
drug molecules, and microbiome-based research platform for treatments of
metabolic diseases; and (ii) theco-development and ongoing clinical validation
of its novel molecular-based rapid pathogen identification and detection
diagnostics technologywith Singapore's Agency for Science, Technology and
Research.
For more information about the Company, pleasevisit www.aptorumgroup.com.
Disclaimer and Forward-Looking Statements
This press release does not constitute anoffer to sell or a solicitation of
offers to buy any securities of Aptorum Group.
This press release includes statements concerningAptorum Group Limited and its
future expectations, plans and prospects that constitute "forward-looking
statements" withinthe meaning of the US Private Securities Litigation Reform
Act of 1995. For this purpose, any statements contained herein that are
notstatements of historical fact may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statementsby terms
such as "may," "should," "expects," "plans," "anticipates," "could,""intends,"
"target," "projects," "contemplates," "believes," "estimates,""predicts,"
"potential," or "continue," or the negative of these terms or other similar
expressions.Aptorum Group has based these forward-looking statements, which
include statements regarding projected timelines for application submissionsand
trials, largely on its current expectations and projections about future
events and trends that it believes may affect its business,financial condition
and results of operations. These forward-looking statements speak only as of
the date of this press release and aresubject to a number of risks,
uncertainties and assumptions including, without limitation, risks related to
its announced management andorganizational changes, the continued service and
availability of key personnel, its ability to expand its product assortments
by offeringadditional products for additional consumer segments, development
results, the company's anticipated growth strategies, anticipatedtrends and
challenges in its business, and its expectations regarding, and the stability
of, its supply chain, and the risks more fullydescribed in Aptorum Group's
Form 20-F and other filings that Aptorum Group may make with the SEC in the
future, as well as theprospectus that received the French Autorite des Marches
Financiers visa n°20-352 on 16 July 2020. As a result, theprojections
included in such forward-looking statements are subject to change and actual
results may differ materially from those describedherein.
Aptorum Group assumes no obligation to updateany forward-looking statements
contained in this press release as a result of new information, future events
or otherwise.
This announcement is not a prospectus withinthe meaning of the Regulation (EU)
n°2017/1129 of 14 June 2017 as amended by Regulations Delegated (EU)
n°2019/980 of 14 March2019 and n°2019/979 of 14 March 2019.
This press release is provided "as is"without any representation or warranty
of any kind.
Contacts
Aptorum Group Limited
Investor Relations
investor.relations@aptorumgroup.com
+44 20 80929299