Aptorum Group enters into plan of merger with Yoov Group, split-off agreement

Aptorum Group and privately-held Yoov Group jointly announced that they entered into an agreement and plan of merger. The merger agreement was approved by Aptorum’s and Yoov’s boards of directors, respectively. If the merger agreement is approved by Aptorum’s and Yoov’s shareholders and upon consummation of the transactions contemplated by the merger agreement, a wholly-owned subsidiary of Aptorum organized under the laws of the British Virgin Islands will merge with and into Yoov. In addition, on March 1, Aptorum, its major shareholder, Jurchen Investment, which is controlled by Ian Huen, executive director and CEO of Aptorum, and Aptorum Therapeutics, a wholly-owned subsidiary of Aptorum have entered into a split-off agreement. Pursuant to the split-off agreement, Aptorum will assign and transfer the assets and liabilities of its legacy business to ATL, and Jurchen will acquire 100% issued and outstanding shares of ATL from Aptorum and surrender certain ordinary shares of Aptorum held by Jurchen to Aptorum. The separation will become effective immediately following completion of the merger. The separation and the merger are referred hereto as the “proposed transactions.” Aptorum upon the closing is referred to herein as the combined company.