The shares of Aptorum Group Limited (NASDAQ: APM) are witnessing a significant surge of 28.33%, reaching a valuation of $10.06 today. This notable uptick in APM stock is directly linked to a recent acquisition agreement.
Recently, Aptorum (APM) and the privately held YOOV Group Holding Ltd. engaged into an Agreement and Plan of Merger. The respective boards of directors of Aptorum and YOOV approved the merger agreement. If the shareholders of APM and YOOV approve the Merger Agreement, and the transactions specified in the Merger Agreement are completed, Aptorum will combine with YOOV through a wholly-owned subsidiary registered under the laws of the British Virgin Islands.
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Furthermore, a split-off agreement was signed on March 1, 2024, by Aptorum, Jurchen Investment Corporation, a significant shareholder and entity controlled by APM’s executive director and chief executive officer Ian Huen, and Aptorum Therapeutics Limited (“ATL”), a wholly-owned subsidiary of APM.
Under the terms of the Split-Off Agreement, Aptorum will transfer the assets and liabilities of its legacy business to ATL, while Jurchen will acquire 100% of the issued and outstanding shares of ATL from APM and relinquish certain ordinary shares of Aptorum held by Jurchen to APM. This separation will take effect immediately following the completion of the Merger.
Upon the conclusion of the Merger, the current Aptorum shareholders and existing YOOV shareholders anticipate holding approximately 10% and 90%, respectively, of the outstanding shares of the merged entity. This merger is categorized as a “reverse merger” due to YOOV shareholders owning a majority of the outstanding ordinary shares of the combined entity post-merger. Consequently, NASDAQ’s approval of the initial listing application for the combined entity is required.
The closing of the Merger is contingent upon meeting or waiving specific conditions, including obtaining approval from the shareholders of APM and YOOV as per the terms of the Merger Agreement. Additionally, it is subject to NASDAQ’s approval of the Initial Listing Application and the provision of legal opinions from British Virgin Islands counsel and Hong Kong counsel of YOOV to Aptorum and Merger Sub.