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Aptorum Group Ltd

17 Hanover Square

London W1S 1BN, United Kingdom

December 2, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attn: Tracie Mariner

  Kevin Vaughn

    Re:

    Aptorum Group Ltd

    Form 20-F for Fiscal Year Ended December 31, 2021

    Filed April 29, 2022

    File No. 001-38764

Ladies and Gentlemen:

Aptorum Group Ltd (the “Company”,
“APM,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated November 22, 2022 regarding our Form 20-F for fiscal year ended December 31, 2021. For ease of reference, we have repeated the Commission’s
comments in this response and numbered them accordingly.

Form 20-F for the Fiscal Year Ended December 31, 2021

Part I

Item 3.D. Risk Factors, page 1

    1.

    In your summary of risk factors, disclose the risks that your corporate structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of your securities to significantly decline or be worthless.

Response: Please
note that although we are the exclusive licensee to certain PRC patents directed to our drug candidates, and we intend to file application
for certain products in the PRC, the majority of our operations are in Hong Kong. Please also note that none of our subsidiaries are incorporated
in China and that our VIE’s are incorporated in the Cayman Islands. Please also be reminded that the 20-F has a risk factor, “Although
we do not currently conduct any business in the PRC, we may in the future; in doing so we would be exposed to various risks related to
doing business in the PRC” to alert investors to potential issues with PRC regulation.

In response to your comment, we added the following
to our Summary Risk Factors section; please also see our response to Comment 2 below:

Risks Related to Doing Business in the
PRC

We currently do not conduct any business in
the PRC. If in the future, we commence business or operation in the PRC, we may face risks and uncertainties relating to doing business
in the PRC in general, including, but not limited to, the following:

 ● Our Class A Ordinary Shares
may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the
threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the
U.S. Senate passed the AHFCA Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities
from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
which would reduce the time before our securities may be prohibited from trading or be delisted.

 ● Even though our auditor is
based in New York, New York and under full inspection by the PCAOB and that it is not currently subject to the determinations announced
by the PCAOB on December 16, 2021, if any PRC law relating to the access of the PCAOB to auditor files were to apply to a company
such as Marcum Asia CPAs LLP or its auditor, the PCAOB may be unable to fully inspect our auditor, which may result in our securities
being delisted or prohibited from being traded “over-the-counter” pursuant to the HFCA Act and materially and adversely affect
the value and/or liquidity of your investment.

 ● The uncertainties with respect
to the Chinese legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and
regulations in China with little advance notice could adversely affect us and limit the legal protections available to you and us.

    2.
    Revise your risk factors to acknowledge that if the PRC government determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, your securities may decline in value or become worthless if the determinations, changes, or interpretations result in your inability to assert contractual control over the assets of your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.

Response: In response to your comment,
we did add the risk factors regarding the potential impact of PRC regulations that are included in response to Comment 3 below. However,
we respectfully submit that no further risk factors are necessary since the VIEs are located and incorporated outside of China; China
does not have any control over the VIEs.

    2

    3.
    Given the Chinese government’s significant oversight and discretion over the conduct of your business, please revise to highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China- based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of your securities to significantly decline or be worthless.

Response: In response to this Comment,
as well as Comment 5 and 8, we added the following to our Risk Factor section. Please note the risk factor “If
the U.S. Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect our auditors as required under the Holding Foreign
Companies Accountable Act, the SEC will prohibit the trading of our Class A Ordinary Shares. A trading prohibition for our Class A Ordinary
Shares, or the threat of a trading prohibition, may materially and adversely affect the value of your investment. Additionally, the inability
of the PCAOB to conduct inspections of our auditors would deprive our investors of the benefits of such inspections” that
is included in the 20-F.

Risks Related to Doing Business in
Hong Kong

Our company currently does
not have any operations in mainland China. Accordingly, the laws and regulations of the PRC do not currently have any material impact
on our business, financial condition and results of operations. However, if certain PRC laws and regulations were to become applicable
to a company such as us in the future, the application of such laws and regulations may have a material adverse impact on our business,
financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may
cause the value of our Class A Ordinary Shares, to significantly decline or become worthless. See the following risk factors of “Our
business, financial condition and results of operations, and/or the value of our Class A Ordinary Shares or our ability to offer or continue
to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable
to a company such as us” and “The PRC government exerts substantial influence and discretion over the manner in which companies
incorporated under the laws of PRC must conduct their business activities. We have business operations in Hong Kong but not in mainland
China. However, if we were to become subject to such direct influence or discretion, it may result in a material change in our operations
and/or the value of your Class Ordinary Shares, which would materially affect the interests of investors.”

Political risks associated with conducting business
in Hong Kong.

Most of our operations
are based in Hong Kong. Accordingly, our business operations and financial conditions will be affected by the political and legal developments
in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this Report, we maintain
substantially most of our operations in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike,
riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market may adversely affect the business
operations of our operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong
Kong are reflected in the Basic Law (the “Hong Kong Basic Law” or the “Basic Law”), namely, Hong Kong’s
constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers,
including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that
there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operation is based
in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby
directly and adversely affecting our results of operations and financial positions.

    3

Under the Basic
Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its
internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate
customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including
the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued
by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United
States no longer considers Hong Kong to have significant autonomy from China and Former President Trump signed an executive order and
Hong Kong Autonomy Act (“HKAA”) to remove Hong Kong’s preferential trade status and to authorize the U.S. administration
to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong
Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places
on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the
U.S., China and Hong Kong, which could potentially harm our business.

Given the relatively
small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn
adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact
of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect
of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Ordinary Shares
could be adversely affected.

If we become directly subject
to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources
to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss
of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public
companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism
and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism
and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls
over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of
fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies
has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder
lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what
effect this sector-wide scrutiny, criticism and negative publicity will have on our company, our business and our stock price. If we become
the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant
resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our
management from growing our company.

    4

The recent joint statement by
the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call
for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our
offering, business operations, share price and reputation.

U.S. public companies that have substantially
all of their operations in China and Hong Kong have been the subject of intense scrutiny, criticism and negative publicity by investors,
financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on
financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate
governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the
PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement
audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William
D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies
based in or have substantial operations in emerging markets including China, including Hong Kong, reiterating past SEC and PCAOB statements
on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and Hong Kong and higher
risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions,
including in i