Aptorum Group Ltd Announces Entering into an Agreement and Plan of Merger with YOOV Group Holding Ltd and a Split-off Agreement to Separate its Legacy Business

Aptorum Group Limited (Nasdaq: APM), a clinical stage biopharmaceutical company (“Aptorum”), and privately-held YOOV Group Holding Ltd. (“YOOV”) jointly announced today that they entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”). The Merger Agreement was approved by Aptorum’s and YOOV’s boards of directors (each board of directors, the “Board”), respectively. If the Merger Agreement is approved by Aptorum’s and YOOV’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Merger Agreement), and upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”, and the date of the Closing, the “Closing Date”), a wholly-owned subsidiary of Aptorum organized under the laws of the British Virgin Islands (“Merger Sub”) will merge with and into YOOV (collectively, the “Merger”).

In addition, on March 1, 2024, Aptorum, its major shareholder, Jurchen Investment Corporation (“Jurchen”), which is controlled by Ian Huen, Executive Director and Chief Executive Officer of Aptorum, and Aptorum Therapeutics Limited (“ATL”), a wholly-owned subsidiary of Aptorum have entered into a split-off agreement (the “Split-Off Agreement”). Pursuant to the Split-Off Agreement, Aptorum will assign and transfer the assets and liabilities of its legacy business to ATL, and Jurchen will acquire 100% issued and outstanding shares of ATL from Aptorum and surrender certain ordinary shares of Aptorum held by Jurchen to Aptorum (the “Separation”). The Separation will become effective immediately following completion of the Merger. The Separation and the Merger are referred hereto as the “Proposed Transactions.” Aptorum upon the Closing is referred to herein as the “combined company.”

Merger Consideration

Upon completion of the Merger, the existing Aptorum shareholders and existing YOOV shareholders expect to own approximately 10% and 90%, respectively, of the outstanding shares of the combined company. Aptorum agreed to issue Class A ordinary shares, par value $0.00001 each (the “Class A ordinary shares”), and Class B ordinary shares, par value $0.00001 each (the “Class B ordinary shares”), to YOOV’s shareholders. The total number of ordinary shares of Aptorum to be issued in the merger equals the number of aggregate fully diluted shares of YOOV multiply by the “Conversion Ratio.” The Conversion Ratio is calculated by dividing (i) Aptorum’s outstanding Class A ordinary shares and Class B ordinary shares multiplied by nine (ii) by the aggregate fully diluted shares of YOOV.