Aptorum Group enters letter of intent to acquire URF Holding

Aptorum Group announced that it entered into a non-binding letter of intent and term sheet for the acquisition of 100% of URF Holding Group and its underlying businesses by the further issuance of the company’s class A ordinary shares as consideration. U Group’s business strategy, based on the urban revitalization force philosophy, includes the development of curated shopping experience targeting China’s "Generation Z" consumption growth through implementing concepts such as "Curetail" in commercial premises and rejuvenating community neighbourhoods. Pursuant to the term sheet, the transaction will result in a reverse takeover of the company and, subject to the below matters and conditions, including continued listing of the combined entity on Nasdaq. At or before the closing of the transaction, it is contemplated the company will distribute its existing businesses and assets in such relevant manner to its pre-acquisition shareholders on a pari-passu basis, subject to relevant approvals and distribution announcement and record dates to be set. Following the closing of the transaction subject to the below matters and conditions, it is expected that the former equity holders of the company will own the higher of 15% of the issued and outstanding shares of the post-acquisition company or such issued and outstanding shares of the post-acquisition company based on a pre-acquisition valuation of the company at $40M. The transaction and other ancillary distributions, where relevant, are subject to, among other matters, the execution of a mutually agreeable definitive agreement, completion of due diligence, fairness opinions and subject to several conditions including, but not limited to, shareholder approvals, if necessary, delivery of relevant financial statements, board of directors and special committee approvals and satisfaction of all regulatory and Nasdaq approvals where relevant.