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Aptorum Group Ltd

17 Hanover Square

London W1S 1BN, United Kingdom

December 28, 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

    Response Dated December 2, 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 December 15, 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.

Response Dated December 2, 2022

Part I

Item 3.D. Risk Factors, page 1

    1.
    We note your response to comment 1, including your statement that the “majority of [y]our operations are in Hong Kong” and you “do not conduct any business in the PRC,” and reissue. The legal and operational risks associated with operating in China apply to your operations in Hong Kong. Additionally, please ensure that you address throughout your filing the material legal and regulatory risks associated with your specific operations in Hong Kong.

Response: In response
to this comment, as well as comment 5, we added China-related risks associated with our operations in Hong Kong to our Risk Factor section
and revised the risk factor “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”
from our response dated December 2, 2022 (the “Prior Response”).

We added the following
to our Risk Factor section.

Risks
Related to Doing Business in Hong Kong

There
remain some uncertainties as to whether we will be required to obtain approvals from Chinese authorities to list on the U.S. exchanges
and offer or continue to offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval.

The Regulations
on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory
agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of
PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission
(“CSRC”) prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

We are also
aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain
areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing
supervision over mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend
the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General
Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack
down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other
things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,
to enhance supervision over mainland-China-based companies listed overseas, and to establish and improve the system of extraterritorial
application of the PRC securities laws.

On December
28, 2021, the Cyberspace Administration of China (“CAC”), and other PRC authorities promulgated the Cybersecurity Review Measures,
which took effect on February 15, 2022. In addition, the Cybersecurity Law, which was adopted by the Standing Committee of the National
People’s Congress on November 7, 2016 and came into force on June 1, 2017, and the Cybersecurity Review Measures, or the “Review
Measures”, provide that personal information and important data collected and generated by a critical information infrastructure
operator in the course of its operations in mainland China must be stored in mainland China, and if a critical information infrastructure
operator purchases internet products and services that affect or may affect national security, it should be subject to national security
review by the CAC together with competent departments of the State Council. In addition, for critical information infrastructure operators,
or the “CIIOs”, that purchase network-related products and services, the CIIOs shall declare any network-related product or
service that affects or may affect national security to the Office of Cybersecurity Review of the CAC for cybersecurity review. Due to
the lack of further interpretations, the exact scope of what constitutes a “CIIO” remains unclear. Further, the PRC government
authorities may have wide discretion in the interpretation and enforcement of these laws. In addition, the Review Measures stipulates
that any online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity
review before listing abroad. As of the date of the annual report, neither we nor our subsidiaries have received any notice from any authorities
identifying us or our subsidiaries as a CIIO or requiring us or our subsidiaries to undertake a cybersecurity review by the CAC. Further,
as of the date of this annual report, neither we nor our subsidiaries have been subject to any penalties, fines, suspensions, or investigations
from any competent authorities for violation of the regulations or policies that the CAC has issued.

On June 10,
2021, the Standing Committee of the National People’s Congress promulgated the Data Security Law, which took effect on September
1, 2021. The Data Security Law requires that data shall not be collected by theft or other illegal means, and it also provides for a data
classification and hierarchical protection system. The data classification and hierarchical protection system protects data according
to its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate
rights and interests of individuals and organizations if the data is falsified, damaged, disclosed, illegally obtained or illegally used,
which protection system is expected to be built by the state for data security in the near future. On November 14, 2021, CAC published
the Regulations on the Data Security Administration Draft, or the “Data Security Regulations Draft”, to solicit public opinion
and comments. Under the Data Security Regulations Draft, an overseas initial public offering to be conducted by a data processor processing
the personal information of more than one million individuals shall apply for a cybersecurity review. Data processor means an individual
or organization that independently makes decisions on the purpose and manner of processing in data processing activities, and data processing
activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of
data. Currently we do not expect the Review Measures to have an impact on the business and operations of our Hong Kong subsidiaries, because
(i) our Hong Kong subsidiaries are incorporated and operating in Hong Kong without any subsidiary or variety interest entity (“VIE”)
structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date
of this annual report, our Hong Kong subsidiaries have not collected or stored personal information of any individual clients of mainland
China; and (iii) as of the date of this annual report, our Hong Kong subsidiaries have not been informed by any PRC governmental authority
of any requirement that it file for a cybersecurity review for the offering. Based on laws and regulations currently in effect in the
PRC as of the date of this annual report, we believe our Hong Kong subsidiaries are not required to pass the cybersecurity review of the
CAC in order to list our Class A Ordinary Shares in the U.S.

    2

In addition,
on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of
Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities
and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft
Rules Regarding Overseas Listings. The Draft Rules Regarding Overseas Listing aim to lay out the filing regulation arrangement for both
direct and indirect overseas listing and clarify the determination criteria for indirect overseas listing in overseas markets. According
to the Draft Rules Regarding Overseas Listings, among other things, after making initial applications with overseas stock markets for
initial public offerings or listings, all mainland-China-based companies shall file with the CSRC within three working days. The required
filing materials with the CSRC include (without limitation): (i) record-filing reports and related undertakings, (ii) compliance certificates,
filing or approval documents from the primary regulators of applicants’ businesses (if applicable), (iii) security assessment opinions
issued by related departments (if applicable), (iv) PRC legal opinions, and (v) prospectus. In addition, overseas offerings and listings
may be prohibited for such mainland-China-based companies when any of the following applies: (1) if the intended securities offerings
and listings are specifically prohibited by the laws, regulations or provisions of the PRC; (2) if the intended securities offerings and
listings may constitute a threat to, or endanger national security as reviewed and determined by competent authorities under the State
Council in accordance with laws; (3) if there are material ownership disputes over applicants’ equity interests, major assets, core
technologies, or the others; (4) if, in the past three years, applicants’ domestic enterprises, controlling shareholders or de facto
controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the
order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under
investigation for suspicion of major violations; (5) if, in the past three years, any directors, supervisors, or senior executives of
applicants have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion
of criminal offenses, or are under investigation for suspicion of major violations; (6) other circumstances as prescribed by the State
Council. The Draft Administrative Provisions further stipulate that a fine between RMB 1 million and RMB 10 million may be imposed if
an applicant fails to fulfill the filing requirements with the CSRC or conducts an overseas offering or listing in violation of the Article
7 of Draft Administrative Provisions regarding the prohibited circumstances for overseas offering or listing, and in cases of severe violations,
a parallel order to suspend relevant businesses or halt operations for rectification may be issued, and relevant business permits or operational
license may be revoked. The Draft Rules Regarding Overseas Listings, if enacted, may subject us to additional compliance requirements
in the future, if they are determined to be applicable to Hong Kong companies. If we are determined to be subject to the Draft Rules Regarding
Overseas Listings, we cannot assure you that we will be able to receive clearance of such filing requirements in a timely manner, or at
all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us. Based
on laws and regulations currently in effect in the PRC as of the date of this annual report, we believe our Hong Kong subsidiaries are
not required to obtain regulatory approval from the CSRC in order to list our Class A Ordinary Shares in the U.S.

Since these
proposed rules, statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation
making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified
or promulgated, if any. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder
our ability to offer or continue to offer the Class A Ordinary Shares, cause significant disruption to our business operations, severely
damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the Class A Ordinary
Shares to significantly decline in value or become worthless.

    3

As of the date
of this annual report, on the basis that we currently do not have any business operations in mainland China, we believe are not required
to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer or continue to offer securities;
specifically, we are currently not required to obtain any permission or approval from the CSRC, the CAC or any other PRC governmental
authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. However,
if we and our Hong Kong subsidiaries (i) do not receive or maintain such approval, should the approval be required in the future by the
PRC government, (ii) inadvertently conclude that such approval is not required, or (iii) applicable laws, regulations, or interpretations
change and we are required to obtain such approval in the future, our operations and financial condition could be materially adversely
affected, and our ability to offer or continue to offer securities to investors could be significantly limited or completely hindered
and the securities currently being offered may substantially decline in value and become worthless.

Nevertheless,
since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making
bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,
if any. It is also highly uncertain what potential impact such modified or new laws and regulations will have on Aptorum Group’s
daily business operations, our ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other
foreign exchanges. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government
intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations
over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or
the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cau