Aptorum Group Ltd Announces Merger Agreement and Split-off Agreement with YOOV Group Holding Ltd

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Written By Dean McHugh

Aptorum Group Limited (Nasdaq: APM) has made significant strides in its corporate development by entering into an Agreement and Plan of Merger with YOOV Group Holding Ltd. 

This transformative merger, along with a Split-off Agreement to separate its legacy business, represents a strategic move to unlock value and drive growth for shareholders.

Merger Agreement with YOOV Group Holding Ltd

Aptorum Group Limited and YOOV Group Holding Ltd have jointly announced the execution of an Agreement and Plan of Merger (“Merger Agreement”). 

Credit: DepositPhotos

The Merger Agreement, approved by the respective boards of directors of both companies, outlines the terms and conditions for the merger transaction. 

Upon satisfaction of closing conditions and shareholder approval, a wholly-owned subsidiary of Aptorum will merge with and into YOOV, resulting in the creation of a combined entity.

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Split-off Agreement for Legacy Business Separation

In addition to the Merger Agreement, Aptorum entered into a Split-off Agreement on March 1, 2024. 

Under this agreement, Aptorum will transfer its legacy business assets and liabilities to its wholly-owned subsidiary, Aptorum Therapeutics Limited (“ATL”). Jurchen Investment Corporation, Aptorum’s major shareholder, will acquire 100% of ATL’s issued and outstanding shares. 

This separation, effective immediately following the Merger, aims to streamline operations and focus resources on the core businesses of both entities.

Merger Consideration and Ownership Structure

Upon completion of the Merger, existing shareholders of Aptorum and YOOV will hold approximately 10% and 90%, respectively, of the outstanding shares of the combined company. 

Aptorum has agreed to issue Class A and Class B ordinary shares to YOOV’s shareholders as part of the merger consideration. 

The Conversion Ratio, calculated based on Aptorum’s outstanding shares and YOOV’s fully diluted shares, determines the total number of Aptorum shares to be issued in the merger.

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Reverse Merger and NASDAQ Listing Approval

The Merger is classified as a “reverse merger” since YOOV’s shareholders will own a majority of the outstanding shares of the combined company post-merger. 

As such, NASDAQ’s approval of the combined company’s initial listing application is required. This strategic move aims to leverage YOOV’s growth trajectory and propel the combined entity’s development and expansion.

Leadership Perspectives

Phil Wong, Co-Founder and Chief Executive Officer of YOOV Group Holding Limited, expressed enthusiasm about the transaction, highlighting its potential to drive the company’s development and expansion. 

Ian Huen, Executive Director and Chief Executive Officer of Aptorum Group, emphasized the strategic benefits of the merger, anticipating enhanced growth opportunities for the combined entity.

Conditions to Closing

The closing of the Merger and the Separation is subject to various conditions, including shareholder approval, NASDAQ listing approval, delivery of legal opinions, availability of audited financial statements, execution of lock-up agreements, and simultaneous consummation of the transactions. 

These conditions underscore the complexity and diligence involved in executing such transformative transactions.

Set Apart By Corporate Development Strategy 

Aptorum Group’s agreements with YOOV Group Holding represent significant milestones in its corporate development strategy. 

Credit: DepositPhotos

The Merger and Separation transactions aim to unlock synergies, streamline operations, and enhance shareholder value. 

As both entities move forward with regulatory approvals and transaction execution, investors can anticipate a new chapter of growth and innovation in the biopharmaceutical and AI technology sectors.

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