知临集团美股招股说明书(2025-12-05版)

APTORUM GROUP LIMITEDDecember 5, 2025 Up to 2,060,000 Class A Ordinary SharesUpon Exercise of Certain Warrants Aptorum Group Limited (the “Company”), a holding company incorporated in the Cayman Islands with its operationsconducted by its subsidiaries is filing this prospectus for the offer and sale from time to time by the selling securityholders named inthis prospectus (and any of their pledgees, assignees, transferees and successors-in-interest) (the “Selling Securityholders”) of up to2,060,000 shares of its Class A Ordinary Shares, par value of $0.00001 each (the “Class A Ordinary Shares”), issuable upon theexercise of (i) Ordinary Share Purchase Warrants to purchase up to 2,000,000 Class A Ordinary Shares (“Investor Warrant Shares”) atan original exercise price of $2.00 per share, subject to adjustment (the “October 2025 Warrants”), issued by us to certain accreditedinvestors on October 14, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchaseagreement, dated as of October 10, 2025 (the “Purchase Agreement”) and (ii) placement agent ordinary share purchase warrants (the“Placement Agent Warrants,” together with the October 2025 Warrants, the “2025 Warrants”) to purchase an aggregate of 60,000 ClassA Ordinary Shares (the “Placement Agent Warrant Shares,” together with the Investor Warrant Shares, the “2025 Warrant Shares”)issued to H.C. Wainwright & Co., LLC or its designees, as exclusive placement agent (the “Placement Agent”), at an exercise price of$2.50 per share. The Investor Warrants are exercisable immediately and expire on the 5-year anniversary of the effective date of thisregistration statement. The Placement Agent Warrantswere exercisable immediately upon issuance on October 10, 2025, and expire onthe earlier of 24 months from the effective date of this registration statement or October 10, 2030. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholders pursuant tothis prospectus. We will, however, receive the exercise price of $2.00 per share of any of the October 2025 Warrants exercised for cashand $2.50 per share of any Placement Agent Warrants exercised for cash. Additionally, we will pay the expenses, other thanunderwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legalservices or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale ofsecurities pursuant to this prospectus. Additional details regarding the securities to which this prospectus relates and the SellingSecurityholders is set forth in this prospectus in the Prospectus Summary under the heading “Registered Direct Offering andConcurrent Private Placement” and “Description of Securities.” We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreementsbetween us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the SellingSecurityholders will offer or sell any of the shares of Class A Common Stock. The Selling Securityholders may offer, sell, or distributeall or a portion of their shares of Class A Common Stock publicly or through private transactions at prevailing market prices or atnegotiated prices. We will not receive any proceeds from the sale of shares of Class A Common Stock by the Selling Securityholderspursuant to this prospectus. We provide more information about how the Selling Securityholders may sell the shares in the sectionentitled “Plan of Distribution.” Sales of a substantial number of shares of Class A Common Stock in the public market, including the resale of the shares ofClass A Common Stock held by our stockholders pursuant to this prospectus or pursuant to Rule 144, could occur at any time. Thesesales, or the perception in the market that the holders of a large number of shares of Class A Common Stock intend to sell shares, couldreduce the market price of the Class A Common Stock and make it more difficult for you to sell your holdings at times and prices thatyou determine are appropriate. We expect that, because there is a large number of shares being registered pursuant to the registrationstatement of which this prospectus forms a part, the Selling Securityholders will continue to offer the securities covered therebypursuant to this prospectus or pursuant to Rule 144 for a significant period of time, the precise duration of which cannot be predicted.Accordingly, the adverse market and price pressures resulting from an offering pursuant to the registration statement may continue foran extended period of time. Our Class A Ordinary Shares is listed on the Nasdaq Capital Market under the symbol “APM.” The last reported sale price ofthe Class A Ordinary Shares on December 4, 2025 was US$1.40 per Class A Ordinary Share. We are aware that in