Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
23 December 2022 - 12:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number: 001-38764
APTORUM GROUP LIMITED
17 Hanover Square
London W1S 1BN, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On December 21, 2022, Aptorum Group Limited
(the “Company”) held its 2022 annual general meeting of shareholders (the “Annual Meeting”). At
the Annual Meeting, the Company’s shareholders voted on 3 proposals. At the beginning of the Annual Meeting, there were 230,656,914
votes represented in person or by proxy, which represented approximately 97% of the voting power of the shares entitled to vote (Class
A Ordinary Shares, including those underlying Class B Ordinary Shares) at the Annual Meeting; a quorum was present for the transaction
of business.
At the Annual Meeting, the following proposals
were voted on:
| ● | To re-elect each of the
seven directors identified herein to the Company’s board of directors (the “Board”), with such
directors to serve until the next annual meeting of shareholders or until his/her respective successor is elected and duly
qualified; and |
Election of Directors | |
For | | |
Against | | |
Abstain | | |
Broker
Non-Vote | |
| |
| | |
| | |
| | |
| |
Mr. Ian Huen | |
| 228,458,051 | | |
| 332,313 | | |
| 5,877 | | |
| 1,860,673 | |
Mr. Darren Lui | |
| 228,457,581 | | |
| 332,783 | | |
| 5,877 | | |
| 1,860,673 | |
Dr. Clark Cheng | |
| 228,455,551 | | |
| 334,813 | | |
| 5,877 | | |
| 1,860,673 | |
Mr. Charles Bathurst | |
| 228,774,265 | | |
| 16,624 | | |
| 5,352 | | |
| 1,860,673 | |
Dr. Mirko Scherer | |
| 228,777,354 | | |
| 11,635 | | |
| 7,252 | | |
| 1,860,673 | |
Professor Justin Wu | |
| 228,773,371 | | |
| 17,568 | | |
| 5,302 | | |
| 1,860,673 | |
Professor Douglas Arner | |
| 228,455,012 | | |
| 335,927 | | |
| 5,302 | | |
| 1,860,673 | |
| ● | To ratify the appointment
of Marcum Asia CPAs LLP (formerly known as Marcum Bernstein & Pinchuk LLP) as the Company’s independent auditors for the
year ending December 31, 2022, and to authorize the Board to fix their remuneration. |
For |
|
Against |
|
Abstain |
230,502,002 |
|
45,812 |
|
109,100 |
| ● | To
approve that every 10 Class A Ordinary Shares of a par value of US$1.00 per share in the authorized share capital of the Company (including
issued and unissued share capital) be consolidated into 1 Class A Ordinary Share of a par value of US$10.00 per share; and that every
10 Class B Ordinary Shares of a par value of US$1.00 per share in the authorized share capital of the Company (including issued and unissued
share capital) be consolidated into 1 Class B Ordinary Share of a par value of US$10.00 per share (the “Share Consolidation”
or “Reverse Stock Split”), such that immediately following the Share Consolidation, the authorized share
capital of the Company will be US$100,000,000.00 divided into 6,000,000 Class A Ordinary Shares with a nominal or par value of US$10.00
each and 4,000,000 Class B Ordinary Shares with a nominal or par value of US$10.00 each; with such Share Consolidation to be effective
on any date on or prior to December 21, 2023 as determined by the Board of Directors (the “Effective Date”); and the
Effective Date when determined by the Board of Directors shall be announced by the Company. In the event that no Effective Date has been
determined by the Board of Directors, the share capital of the Company shall remain unchanged unless otherwise resolved by the shareholders
of the Company; and the authority granted to the Board of Directors in this proposal will terminate and no Share Consolidation will be
implemented. |
For |
|
Against |
|
Abstain |
228,767,581 |
|
23,292 |
|
5,368 |
On December 22, 2022, the Company issued a press
release (the “Press Release”) announcing the entry into the Agreement. A copy of the Press Release is attached hereto as Exhibit
99.1.
The information in this Form 6-K, including the
exhibits shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
This Form 6-K is hereby incorporated by reference
into the registration statements of the Company on Form
S-8 (Registration Number 333-232591) and Form
F-3 (Registration Number 333-235819) and into each prospectus outstanding under the foregoing registration statements, to the
extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Aptorum Group Limited |
|
|
|
Date: December 22, 2022 |
By: |
/s/ Darren Lui |
|
|
Name: |
Darren Lui |
|
|
Title: |
Chief Executive Officer |
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