DiamiR LLC

NEW YORK, July 16, 2025 (GLOBE NEWSWIRE) -- 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. Ian Huen, Aptorum's Chief Executive Officer and Chairman, commented, "Following a thorough review and evaluation of ways to continue building value for Aptorum Group’s shareholders, we believe merging with DiamiR, a commercialization-capable company focused on brain health and other significant unmet needs, represents the best path forward for our Company and has the potential to deliver near and long-term value. Our board believes that the combined company will be well-positioned to become a global life sciences company with the capability to generate revenue through biopharma services and offering much needed biomarker panels for complex-biology indications to better characterize patients.” According to DiamiR’s Chief Executive Officer, Alidad Mireskandari, Ph.D., “Aligning the strategic strengths of the two companies allows us to execute our plans to advance Clinical and Pharma Services solutions for aging-related diseases, such as Alzheimer’s and other neurodegenerative diseases, neurodevelopmental disorders, oncology and autoimmune indications, driving shareholder value and establishing the combined company as a leader in non-invasive, blood-based testing with strong focus on brain health. We look forward to working together with Aptorum’s team and bringing into the combined company our strong assay development, commercialization, reimbursement, and regulatory expertise.” 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. The Company will seek its shareholders' approval for the issuance of shares in the merger, as well as other related proposals including the Domestication and a reverse stock split. Completion of the merger is subject to a number of conditions, including, without limitation, approval by Aptorum Group shareholders of both the Domestication and merger share issuance, satisfaction of NASDAQ listing requirements, certain third party consents, a registration statement on Form S-4 for the Aptorum Group shares being issued as merger consideration being declared effective by the Securities and Exchange Commission (the "SEC") and the satisfaction or waiver of other customary closing conditions. Once the Form S-4 has been declared effective by the SEC, the Company intends to set a date for a special meeting for its shareholders to approve the proposals associated with the merger as well as other related proposals as described above, and deliver the final notice for the shareholders meeting to its shareholders. Hunter Taubman Fischer & Li LLC is acting as legal counsel to Aptorum Group while Ellenoff Grossman & Schole LLP is acting as legal counsel to DiamiR Biosciences. H.C. Wainwright & Co. is acting as financial advisor to DiamiR in connection with the merger.

NEW HAVEN, CT, and MONMOUTH JUNCTION, N.J., Aug. 01, 2024 (GLOBE NEWSWIRE) -- DiamiR, a developer of innovative blood-based diagnostic tests for brain health and other diseases, today announced that the Company’s European Patent Application No. 17 771018.3 titled: “Methods of using miRNAs from bodily fluids for detection and differentiation of neurodegenerative diseases” was granted by the European Patent Office under number 3 433 381. The patent, which is set to expire in March 2037, claims the use of methods developed by DiamiR for early diagnosis of amyotrophic lateral sclerosis (ALS). The corresponding US patent application No. 16/086,881 was granted by the United States Patent & Trademark Office (USPTO) on October 19, 2021 as US 4,149,313 with claims to detecting and monitoring neurodegenerative disorders in association with treatment. DiamiR now has 52 issued patents in the US and worldwide comprising seven families of patents and covering early detection, differential diagnosis, and monitoring of disease and aging with microRNA signatures detectable in bodily fluids, including blood plasma. "Allowance of this new patent by the European Patent Office further strengthens DiamiR's global IP portfolio focused on early detection, prediction of progression and monitoring of brain health and other conditions," said Dr. Samuil Umansky, Chief Scientific Officer of DiamiR. "In DiamiR's ongoing biomarker programs, our main objective is to provide researchers and clinicians with minimally invasive, accurate molecular solutions for better characterization of patients and monitoring disease severity and progression as well as response to treatment during drug development." About DiamiR DiamiR is a privately held molecular diagnostics company focused on developing minimally invasive tests for detection and monitoring of pathology based on quantitative analysis of organ-enriched microRNA signatures in plasma for screening, patient stratification, as well as disease progression and treatment monitoring. DiamiR collaborates with leading academic centers, disease foundations, and biopharma companies. For more information, please visit the company's website at www.diamirbio.com. This news release contains forward-looking statements regarding future events. These statements are predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Contact: Alidad Mireskandari, PhD203-570-8275amireskandari@diamirbio.com

NEW HAVEN, Conn. and MONMOUTH JUNCTION, N.J., June 19, 2024 /PRNewswire/ -- DiamiR, a developer of innovative blood-based diagnostic tests for brain health and other diseases, today announced that it will present a poster at the Alzheimer's Association International Conference (AAIC), taking place July 28th – Aug 1st, 2024, in Philadelphia, PA, and online. Poster #95519 titled " Classifier algorithms to characterize various stages of Alzheimer's disease based on analysis of circulating brain-enriched and inflammation-associated microRNAs" will be presented on Monday, July 29, 2024: 8:00 AM – 4:15 PM EDT, in the Pennsylvania Convention Center, Exhibit Hall as part of AAIC's session titled "Developing Topics: Biomarkers." The company will also host booth, #1431, in the Exhibit Hall during the conference to highlight its targeted approach aimed at early detection and risk assessment of neurodegenerative diseases and discuss collaborative opportunities. About Alzheimer's Association International Conference The AAIC is the world's largest gathering dedicated to advancing dementia science. Each year, AAIC convenes the world's leading basic scientists, clinical researchers, early career investigators, clinicians and the care research community to share breaking research discoveries that are expected to lead to methods of prevention and treatment and improvements in diagnosis for Alzheimer's disease. About DiamiR DiamiR is a privately held molecular diagnostics company focused on developing minimally invasive tests for detection and monitoring of pathology based on quantitative analysis of organ-enriched microRNA signatures in plasma for screening, patient stratification, as well as disease progression and treatment monitoring. DiamiR collaborates with leading academic centers, disease foundations, and biopharma companies. For more information, please visit the company's website at . This news release contains forward-looking statements regarding future events. These statements are predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Contact: Alidad Mireskandari, PhD 203-570-8275 [email protected] SOURCE DiamiR