知临集团美股招股说明书(2021-03-26版)

424B5 1 ea138446-424b5_aptorumgroup.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) Registration No. 333-235819 Prospectus Supplement(To Prospectus dated January 6, 2020) APTORUM GROUP LIMITED Up to $15,000,000Class A Ordinary Shares We have entered into an at the market offering agreement (the “Sales Agreement”), dated as of March 26, 2021, with H.C. Wainwright & Co., LLC (“Wainwright” or the “Sales Agent”), acting as our sales agent, relating to the sale of our Class A Ordinary Shares, par value $1.00 per share (“Class A Ordinary Shares”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our Class A Ordinary Shares having an aggregate offering price of up to $15,000,000 from time to time through the Sales Agent under this prospectus supplement and the accompanying prospectus. Our Class A Ordinary Shares are currently listed on the NASDAQ Global Market under the symbol “APM.” On March 24, 2021, the closing sale price of our Class A Ordinary Shares on the NASDAQ Global Market was $3.17 per share. Sales of our shares, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on or through the NASDAQ Global Market, the trading market for our Class A Ordinary Shares, or any other trading market in the United States for our Class A Ordinary Shares, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. If we and Wainwright agree on any method of distribution other than sales of shares of our Class A Ordinary Shares into the NASDAQ Global Market or another existing trading market in the United States at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The Sales Agent is not required to sell any specific number or dollar amount of our Class A Ordinary Shares but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay the Sales Agent a commission of 3% of the gross proceeds of any of our Class A Ordinary Shares sold under the Sales Agreement. See “Plan of Distribution” on page S-28 for additional information regarding the compensation to be paid to the Sales Agent. In connection with the sale of our Class A Ordinary Shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the Sales Agent’s compensation will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act. As of the date hereof, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $45.3 million based on 11,716,625 Class A Ordinary Shares and 22,437,754 Class B Ordinary Shares outstanding as of March 24, 2021, of which 10,863,345 Ordinary Shares are held by non-affiliates, and a per share price of $4.17, which was the last reported price on the NASDAQ Global Market of our Class A Ordinary Shares on February 17, 2021. We have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement and accordingly we may sell up to $15,100,050 of our Class A Ordinary Shares hereunder. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-4 of this prospectus supplement and on page 5 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is March 26, 2021.