SecProbe.io

August 30, 2019
Ian Huen
Chief Executive Officer and Executive Director
Aptorum Group Ltd
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong
Re:Aptorum Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed August 16, 2019
File No. 333-232510
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.  Unless we note
otherwise, our references to prior comments are to comments in our July 30, 2019 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed August 16, 2019
Smart Pharma Token, page 8
1.We note your response to comment 2 that the SMPT tokens are not being offered or sold
to U.S. persons and that the transaction documents and agreement governing the tokens
have expressed restrictions.  Please advise us as to the extent to which you have
implemented guidance in SEC Release 33-7516, including, for example, whether the
issuer’s website:
•is password protected with procedures reasonably designed to ensure that only non-
U.S. persons can obtain access to the token offering;

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 August 30, 2019 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
August 30, 2019
Page 2
•limits access to the internet offering materials to persons who can demonstrate that
they are not U.S. persons;
•includes a prominent disclaimer that clearly provides that the offer is directed only to
countries other than the United States; and/or
•provides that the tokens are not being offered in the United States or to U.S. persons.
2.Please advise us of the provisions of Regulation S that you are relying upon in offering
and selling the SMPT tokens.  Please provide a detailed analysis as to how you meet each
element of those provisions.
3.Please note your response to comment 3 indicates token holders are entitled to "net
profits" or "net income" of SPLP.  However, the disclosure in your registration statement
discusses royalties based on "net sales," "revenue" and "positive cash flow."  Please revise
to address the inconsistency and to clarify whether distributions to token holders
following a liquidation, dissolution or winding up of SPLP could exceed the amounts set
aside from net sales and other revenue.
4.We note your response to prior comment 4 and your revised disclosure on page 9.
Please revise your disclosure, consistent with your written response to comment 4, to
clearly state: (1) you do not believe the net proceeds from the sales of the tokens will be
sufficient to fund all of SMTPH's current and future operations; (2) you may provide
SMTPH with the additional funding as necessary; and (3) the percentage of funding
provided by you and/or additional sources will not affect the portion of royalties and/or
profits token holders will be entitled to.  Additionally, please include a risk factor
disclosing the fact that the distributions to token holders are not correlated with the
number of tokens sold or amount of proceeds raised through token sales.  In this regard,
we note that the dollar value of distributions will not be affected by proceeds from token
sales that greatly exceed or are significantly lower than the cost of funding SMTPH's
current and future operations.
            You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Louis Taubman, Esq.