Aptorum Group Limited (NASDAQ:APM) ("Aptorum Group," "Aptorum" or the "Company"), a clinical stage biopharmaceutical company dedicated to addressing unmet medical needs in oncology  and infectious diseases, and DiamiR Biosciences ("DiamiR"), a developer of proprietary innovative blood-based tests for brain health and other diseases with a CLIA licensed, CAP accredited clinical laboratory in New Haven, CT, today announced that they have entered into a definitive agreement for an all-stock merger transaction, in which DiamiR Biosciences will retain its name and become a wholly-owned subsidiary of Aptorum Group upon consummation of the merger.The combined company expects to remain listed on the Nasdaq Stock Market following the closing of the merger.

About the Proposed Transaction, Management & Organization

Under the terms of the merger agreement and subject to stockholder approval, Aptorum Group will re-domicile to the state of Delaware prior to the closing of the merger ("Domestication"), and following the Domestication, acquire all of the outstanding capital stock of DiamiR Biosciences in exchange for a number of shares of its common stock which will represent approximately 70% of the outstanding common stock of Aptorum Group, with the current equity holders of Aptorum Group retaining 30% of the common stock immediately following the consummation of the merger.

The merger agreement has been approved by the boards of directors of both companies, and is subject to stockholder approval of both companies and other customary closing conditions. The proposed merger is expected to close in the fourth quarter 2025.

Following the merger, the combined company will be headquartered in Princeton, New Jersey, and the executive officers are expected to be Ian Huen as Chief Executive Officer, Dr. Alidad Mireskandari as President and Chief Operating officer, and Gary Anthony as Chief Financial Officer. The merger agreement provides that the board of directors of the combined company will be composed of five members, with three members initially designated by Aptorum Group and two members and one board observer initially designated by DiamiR.