知临集团美股招股说明书(2025-10-14版)

1,000,000 Class A Ordinary Shares APTORUM GROUP LIMITED This is an offering of the securities of Aptorum Group Limited (the “Company”, “we”, “our”, “us”, “APM”), a Cayman Islandsexempted company with limited liability. We are offering 1,000,000 Class A Ordinary Shares of par value of $0.00001 each (the “Class A Ordinary Shares”), to certaininstitutional investors pursuant to a securities purchase agreement dated October 10, 2025 (the “Offering”). The purchase price of eachClass A Ordinary Share is US$2.00. In a concurrent private placement, we are also selling to the investor warrants to purchase an aggregate of up to 2,000,000 of our ClassA Ordinary Shares. The warrants are exercisable immediately as of the date of issuance at an exercise price of $2.00 per Class AOrdinary Share and expire twenty-four months from the effective date of a registration statement registering for resale the shares ofClass A Ordinary Shares underlying such warrants. The warrants and the Class A Ordinary Shares issuable upon the exercise of thewarrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the registrationstatement of which this prospectus supplement is a part and the accompanying prospectus. The warrants and the Class A OrdinaryShares issuable upon the exercise of the warrants are being offered pursuant to an exemption from the registration requirements of theSecurities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “APM.” The last reported sale price of theClass A Ordinary Shares on October 13, 2025 was US$1.58 per Class A Ordinary Share. We have retained H.C. Wainwright & Co., LLC (the “Placement Agent” or “Wainwright”) as our placement agent to use its“reasonable best efforts” to solicit offers to purchase our shares in this offering. The Placement Agent has no obligation to buy any ofthe securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We will pay all of the expense’s incident to the registration, offering and sale of the Shares under this prospectus supplement and theaccompanying base prospectus. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of October 10, 2025,was approximately US$15.28 million, which was calculated based on 3,595,470 Class A Ordinary Shares and Class B Ordinary Sharesheld by non-affiliates as of October 10, 2025, and a per share price of US$4.25, which was the closing price of our Class A OrdinaryShares on Nasdaq on August 21, 2025. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securitiescovered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinaryshares in any 12-month period so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remainsbelow US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold$3,070,000 worth of securities in a public primary offering pursuant to General Instruction I.B.5 of Form F-3. Investors are cautioned that you arenotbuying shares of a Cayman Islands, Hong Kong, or Nevada-based operating companies butinstead are buying shares of a Cayman Islands holding company with operations conducted by our subsidiaries based in the CaymanIslands, Hong Kong, and Nevada, and that this structure involves unique risks to investors. This is an offering of the Class A ordinary shares of the Cayman Islands holding company. We conduct our business through thesubsidiaries in Cayman Islands, Hong Kong, and Nevada. You will not and may never have direct ownership in the operating entitiesbased in Cayman Islands, Hong Kong, and Nevada. Throughout this prospectus, unless the context indicates otherwise, references to “us,” “our,” “Aptorum,” “we,” the “Company,” the“group” and similar designations refer to Aptorum Group Limited, a Cayman Islands exempted company with limited liability.References to “Subsidiaries,” or “Operating Subsidiaries” refer to the Aptorum’s subsidiaries established under the laws of theCayman Islands, Hong Kong, and Nevada. References to “Group” are to Aptorum and its consolidated subsidiaries collectively. Investing in these securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of material risks of investing in our securities in “Risk Factors” beginning on page 34 of this prospectus supplement. The information contained or incorporated in this prospectus or in any prospectus supplement is accurate only as of the dateof this prospectus, or such prospectus supplement, as applicable, regardless of the time of delivery of this prospectus or anysale of our securities. Investing in our