As filed with the Securities and Exchange Commission on September 29, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
APTORUM GROUP LIMITED
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands | 2834 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
17 Hanover Square
London W1S 1BN, United Kingdom
Telephone: +44 20 80929299
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Copies to:
Louis Taubman, Esq. | Robert F. Charron |
Hunter Taubman Fischer & Li LLC | Ellenoff Grossman & Schole LLP |
1450 Broadway, 26th Floor | 1345 Avenue of the Americas |
New York, NY 10018 | New York, NY 10105-0302 |
Tel: 917.512.0827 | Tel: (212) 370-1300 |
Fax: 212.202.6380 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-248743)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee | ||||||
Class A Ordinary Shares, par value $1.00 per share | 3,000,000 | 389.40 | ||||||
Warrants to purchase Class A Ordinary Shares | - | - | (3) | |||||
Class A Ordinary Shares issuable upon exercise of Warrants | 3,000,000 | 389.40 | ||||||
Pre-funded warrants to purchase Class A Ordinary Shares | (4) | - | ||||||
Class A Ordinary Shares issuable upon exercise of the pre-funded warrants | (4) | - | ||||||
Placement Agent warrants(5) | - | - | (3) | |||||
Class A Ordinary Shares issuable upon exercise of the Placement Agent warrants(5) | 262,500 | 34.07 | ||||||
Total | $ | 6,262,500 | $ | 812.87 |
(1) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Aptorum Group Limited previously registered securities with a proposed maximum aggregate offering price of $31,312,500 on a Registration Statement on Form F-1 (File No. 333-248743), as amended (the "Related Registration Statement"), and paid a registration fee of $4,065.00. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is hereby registered |
(2) | In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional Class A Ordinary Shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. |
(3) | No fee required pursuant to Rule 457(g). |
(4) | The proposed maximum aggregate offering price of the Class A Ordinary Shares will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Class A Ordinary Shares sold in the offering. Accordingly, the proposed maximum aggregate offering price of the Class A Ordinary Shares and pre-funded warrants (including the Class A Ordinary Shares issuable upon exercise of the pre-funded warrants), if any, is $18,000,000. |
(5) | Represents warrants issuable to H.C. Wainwright & Co., LLC (the “Placement Agent’s Warrants”) to purchase a number of Class A Ordinary Shares equal to 7.0% of the number of Class A Ordinary Shares and Pre-funded warrants being offered at an exercise price equal to 125% of the combined public offering price of the Class A Ordinary Shares and related warrant. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
The Company is filing this registration statement with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the Related Registration Statement, as amended, which was originally filed with the SEC on September 11, 2020 and declared effective on September 29, 2020.
We are filing this registration statement for the purpose of registering additional securities of the Company with a proposed maximum aggregate offering price not to exceed $6,262,500. The information set forth in the Related Registration Statement, including all exhibits thereto and all information incorporated by reference therein, is incorporated by reference in this filing.
The required opinions and consents are listed on the exhibit index and filed with this filing.
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EXHIBIT INDEX
(a) | Exhibits. The following exhibits are included herein or incorporated herein by reference: |
The following documents are filed as part of this registration statement:
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 29, 2020.
Aptorum Group Limited | ||
By: | /s/ Ian Huen | |
Name: Ian Huen | ||
Title: Chief Executive Officer and Executive Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities set forth below on September 29, 2020.
/s/ Ian Huen | Chief Executive Officer | |
Name: Ian Huen | (principal executive officer) and Executive Director | |
/s/ Sabrina Khan | Chief Financial Officer | |
Name: Sabrina Khan | (principal financial officer and principal accounting officer) | |
/s/ Darren Lui | President and Executive Director | |
Name: Darren Lui | ||
/s/ Clark Cheng | Chief Medical Officer and Executive Director | |
Name: Clark Cheng | ||
/s/ Douglas Arner | Director | |
Name: Douglas Arner | ||
/s/ Charles Bathurst | Director | |
Name: Charles Bathurst | ||
/s/ Mirko Scherer | Director | |
Name: Mirko Scherer | ||
/s/ Justin Wu | Director | |
Name: Justin Wu |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-1 in the City of New York, State of New York, on September 29, 2020.
By: | /s/ Louis Taubman | |
Name: Louis Taubman | ||
Title: Authorized Representative in the United States |
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