SEC Comment Letter for Aptorum Group Ltd (APM) (CIK 0001734005) (NIKI) — Nov 26, 2018
Aptorum Group Ltd (APM) (CIK 0001734005)
Date: Nov. 26, 2018 · CIK: 0001734005 · Accession: 0000000000-18-036236
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-227198
Letter
November 26, 2018 Ian Huen Chief Executive Officer Aptorum Group Ltd 17th Floor, Guangdong Investment Tower 148 Connaught Road Central Hong Kong Re:Aptorum Group Ltd. Amendment No. 2 to Registration Statement on Form F-1 Filed November 15, 2018 File No. 333-227198 Dear Mr. Huen: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 2 to Form F-1 filed November 15, 2018 Exhibits 1.Please file a legal opinion addressing all of the securities being registered. For instance, please file an opinion regarding the warrants. Please also ensure the opinion covering the ordinary shares addresses all ordinary shares referenced in the fee table. In this regard we note the limitation as to number of ordinary shares in the first sentence of the opinion filed as Exhibit 5.1. 2.Please file an opinion of counsel that does not contain the limitation on reliance contained in the first sentence of Paragraph 4.4 of Exhibit 5.1. For guidance, please refer to Section II.B.3.d of Staff Legal Bulletin No. 19.
FirstName LastNameIan Huen Comapany NameAptorum Group Ltd November 26, 2018 Page 2 FirstName LastName Ian Huen Aptorum Group Ltd November 26, 2018 Page 2 You may contact Keira Nakada at 202-551-3659 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Please contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: Louis Taubman, Esq.
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November 26, 2018
Ian Huen
Chief Executive Officer
Aptorum Group Ltd
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong
Re:Aptorum Group Ltd.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 15, 2018
File No. 333-227198
Dear Mr. Huen:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Form F-1 filed November 15, 2018
Exhibits
1.Please file a legal opinion addressing all of the securities being registered. For instance,
please file an opinion regarding the warrants. Please also ensure the opinion covering the
ordinary shares addresses all ordinary shares referenced in the fee table. In this regard we
note the limitation as to number of ordinary shares in the first sentence of the opinion filed
as Exhibit 5.1.
2.Please file an opinion of counsel that does not contain the limitation on reliance contained
in the first sentence of Paragraph 4.4 of Exhibit 5.1. For guidance, please refer to Section
II.B.3.d of Staff Legal Bulletin No. 19.
FirstName LastNameIan Huen
Comapany NameAptorum Group Ltd
November 26, 2018 Page 2
FirstName LastName
Ian Huen
Aptorum Group Ltd
November 26, 2018
Page 2
You may contact Keira Nakada at 202-551-3659 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters. Please
contact Christine Westbrook at 202-551-5019 or Mary Beth Breslin at 202-551-3625 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Louis Taubman, Esq.