SecProbe.io

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 APTORUM GROUP LIMITED

 17 Hanover Square

 London W1S 1BN, United
Kingdom

 December 1, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Science

 100 F Street, N.E.

 Mail Stop 4631

 Washington, DC 20549

 Re:

 Aptorum Group Ltd

 Registration Statement on Form F-1

 Filed November 17, 2025

 File No. 333-291593

 Dear Sir and Madam:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Aptorum Group Limited hereby respectfully requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 2:00 p.m. Eastern Time on Wednesday, December 3, 2025, or as soon as thereafter
practicable.

 The Company understands that the
Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact
that the Company is aware of its responsibilities under the Securities Act as they relate to the offering of the securities specified
in the Registration Statement.

 We thank the Staff for your review
of the foregoing. If you have any further concerns, we ask that you forward them by electronic mail to our counsel, Louis Taubman at ltaubman@htflawyers.com
or by telephone at (917) 512-0827.

 /s/ Ian Huen

 Ian Huen
 CEO

 cc: Louis Taubman

 Hunter Taubman Fischer& Li
LLC

United States securities and exchange commission logo
January 20, 2023
Darren Lui
Chief Executive Officer
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN, United Kingdom
Re:Aptorum Group Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 29, 2022
File No. 001-38764
Dear Darren Lui:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman, Esq.

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Aptorum Group Limited

17 Hanover Square

London W1S 1BN, United
Kingdom

+44 20
80929299

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

January 17, 2023

    Re:
    Aptorum Group Limited

    Registration Statement on Form F-3

    Initially Filed on December 19, 2022

    File No. 333-268873

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aptorum Group Limited (the “Registrant”) hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Thursday,
January 19, 2023, or as soon thereafter as practicable on such date, or at such other time as the Company or its counsel, Hunter Taubman
Fischer & Li LLC (“HTFL”), request by telephone that such Registration Statement be declared effective.

Please note that we acknowledge the following:

    ●
    should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Rachael Schmierer of HTFL, counsel to the Company, at (212) 530-2210 or rschmierer@htflawyers.com, as soon as the Registration
Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

    Sincerely,

    By:
    /s/ Darren Lui

    Name:
    Darren Lui

    Title:
    Chief Executive Officer

    cc:
    Louis Taubman, Esq.

Hunter Taubman Fischer & Li LLC

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Aptorum Group Ltd

17 Hanover Square

London W1S 1BN, United Kingdom

January 9, 2023

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 28, 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 January 5, 2023 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 28, 2022

Item 3.D. Risk Factors, page 1

    1.
    We note your response to comment 2 and reissue in part. Please revise your risk factors section to state the VIEs conduct operations in Hong Kong consistent with your narrative disclosure in response to comment 2 where you state, "[a]ll three VIEs are incorporated under the laws of Cayman Islands and conduct operations in Hong Kong."

Response: In response
to this comment, we revised the risk factor from our response dated December 28, 2022 (the “Prior Response”) as follows (revisions
in italic, other than the risk factor headers):

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.

We currently do not have or intend to have
any subsidiary or any contractual arrangement to establish a variable interest entity structure with any entity in mainland China.
All of our operating entities are in jurisdictions outside of mainland China, including all three of our VIEs which are incorporated
under the laws of Cayman Islands and conduct operations in Hong Kong. However, as our principal place of business is in Hong Kong,
a special administrative region of China, there is no guarantee that if certain existing or future laws of the PRC become applicable to
a company such as us, it will not have a material adverse impact on our business, financial condition and results of operations and/or
our ability to offer or continue to offer securities to investors, any of which may cause the value of such securities to significantly
decline or be worthless.

Except for the Basic Law, the national laws
of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local
legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope
of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations
relating to data protection, cybersecurity and anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

The laws and regulations in the PRC are
evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws
and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the legal system in the PRC,
including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.
We currently do not have plan to expand our operation or acquire any operation in the mainland China. However, we may also become subject
to the laws and regulations of the PRC to the extent we commence business and customer facing operations in mainland China as a result
of any future acquisition, expansion or organic growth.

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 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 our Class A Ordinary Shares, which would materially
affect the interest of the investors.

The PRC legal system is evolving rapidly
and the PRC laws, regulations, and rules may change quickly with little advance notice. In particular, because these laws, rules and regulations
are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation
of these laws, rules and regulations may contain inconsistences, the enforcement of which involves uncertainties. The PRC government has
exercised and continues to exercise substantial control over many sectors of the PRC economy through regulation and/or state ownership.
Government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and businesses which are
subject to such government actions.

We have business operations in Hong Kong,
but not in mainland China, and we directly, or indirectly via our subsidiaries, own equity interests in our operating entities,
none of which are located in mainland China, although all three of our VIEs are incorporated under the laws of Cayman Islands
and conduct operations in Hong Kong. Our principal executive offices are located in Europe, but our principal place of business is
in Hong Kong, a special administrative region of China. The PRC government currently does not exert direct influence and discretion over
the manner in which we conduct our business activities outside of mainland China, however, there is no guarantee that we will not be subject
to such direct influence or discretion in the future due to changes in laws or other unforeseeable reasons or as a result of our future
expansion or acquisition of operations in mainland China. See “- 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.”

We currently do not have plans to expand
our operation or acquire any operation in the mainland China. However, if we were to become subject to the direct intervention or influence
of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our future development, expansion
or acquisition of operations in the PRC, it may require a material change in our operations and/or result in increased costs necessary
to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices
of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of any such government actions,
as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless
of our actual operating performance. There can be no assurance that the Chinese government would not intervene in or influence our operations
at any time.

We were not required to obtain permission
from the PRC government to list on a U.S. securities exchange, however there is no guarantee that this will continue to be the case in
the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission
is obtained, it will not be subsequently denied or rescinded. Any actions by the PRC government to exert more oversight and control over
offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in
Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of our securities, including our Class A Ordinary Shares, to significantly decline or be worthless.

Risks Related to Our Corporate Structure

We may not be able to consolidate
the financial results of some of our affiliated companies or such consolidation could materially adversely affect our operating results
and financial condition.

The Company has three VIEs which are
incorporated under the laws of Cayman Islands and conduct operations in Hong Kong. The Company currently consolidates two of those
VIEs since the Group has a variable interest in them and is determined to be the primary beneficiary of those 2 VIES
under the U.S. GAPP. This determination is based on whether the Group has a variable interest (or combination of variable interests)
that provides the Company with (a) the power to direct the activities that most significantly impact the VIEs’ economic performance
and (b) the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. The Group continually
reassesses whether it is the primary beneficiary of a VIE throughout the entire period the Group is involved with the VIE. According to
those standards, we determined that we have the power to manage and make decisions that affect Mios and Scipio’s research and development
activities, which activities most significantly impact Mios and Scipio’s economic performance. However, we do not have such power
over Libra’s research and development activities, which activities most significantly impact Libra’s economic performance.
Accordingly, we determined that we are the primary beneficiary of Mios and Scipio, but not the primary beneficiary of Libra. As a result,
Mios and Scipio’s financial results are consolidated in our consolidated financial statements. In the event that in the future the
VIEs no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary of the VIE for accounting purpose, we
would not be able to consolidate line by line that VIE’s financial results in our consolidated financial statements. Also, if in
the future an affiliate company becomes a VIE and we become the primary beneficiary of it for accounting purposes, we would be required
to consolidate that entity’s financial results in our consolidated financial statements. If such entity’s financial results
were negative, this could have a corresponding negative impact on our operating results.

    2.
    Please revise throughout where you discuss the Holding Foreign Companies Accountable Act (the "HFCA Act") to reflect the HFCA Act timeline for a potential trading prohibition was shortened from three years to two years, as part of the "Consolidated Appropriations Act, 2023," signed into law on December 29, 2022.

Response: In response to this comment, we shall
revise the disclosure in our annual report on Form 20-F for fiscal year ended December 31, 2021 filed on April 29, 2022 and disclosure
from our Prior Response as follows (revisions in italics, other than the risk factor headers):

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

The U.S. Holding Foreign Companies Accountable
Act, or the HFCA Act, was enacted into law on December 18, 2020. Under the HFCA Act, if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years (beginning
with this annual report on Form 20-F), the SEC will prohibit our securities, including our Class A Ordinary Shares, from being traded
on a U.S. national securities exchange, including NASDAQ, or in the over-the-counter trading market in the U.S. Furthermore, on June 22,
2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if signed into
law, 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 the PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021,
the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated
under the HFCA Act, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign
jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s
Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use
when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting
firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021,
the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to
registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm
that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by
an authority in foreign jurisdictions. The process for implementing trading prohibitions pursuant to the HFCA Acts will be based on a
list of registered public accounting firms that the PCAOB has been unable to inspect and investigate completely as a result of a position
taken by a non-U.S. government, or the Relevant Jurisdiction, and such identified auditors, the PCAOB Identified Firms. The first list
of PCAOB Identified Firms was included in a release by the PCAOB on December 16, 2021, or the PCAOB December 2021 Release. The SEC will
review annual reports filed with it for fiscal years beginning after December 18, 2020 to determine if the auditor used for such reports
was so identified by the PCAOB, and such issuers will be designated as “Commission Identified Issuers” on a list to be published
by the SEC. If an issuer is a Commission Identified Issuer for two consecutive years (which will be determined after the second such annual
report), the SEC will issue a trading order that will implement prohibitions described above. On December 29, 2022, a legislation entitled
“Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President
Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduce the number of
consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

Our current independent
accounting firm, Marcum Bernstein & Pinchuk LLP, whose audit report is included in this annual report on Form 20-F, is headquartered
in Manhattan, New York, and was not included in the list of PCAOB Identified Firms in the PCAOB December Release. Our ability to retain
an auditor subject to PCAOB inspection and investigation, including but not limited to inspection of the audit wor

United States securities and exchange commission logo
January 5, 2023
Ian Huen
Chief Executive Officer
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN , United Kingdom
Re:Aptorum Group Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Response Dated December 28, 2022
File No. 001-38764
Dear Ian Huen:
            We have reviewed your December 28, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 15, 2022 letter.
Response Dated December 28, 2022
Item 3.D. Risk Factors, page 1
1.We note your response to comment 2 and reissue in part. Please revise your risk factors
section to state the VIEs conduct operations in Hong Kong consistent with your narrative
disclosure in response to comment 2 where you state, "[a]ll three VIEs are incorporated
under the laws of Cayman Islands and conduct operations in Hong Kong."
General
2.Please revise throughout where you discuss the Holding Foreign Companies Accountable
Act (the "HFCA Act") to reflect the HFCA Act timeline for a potential trading prohibition
was shortened from three years to two years, as part of the "Consolidated Appropriations
Act, 2023," signed into law on December 29, 2022.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 January 5, 2023 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
January 5, 2023
Page 2
            You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman, Esq.

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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

United States securities and exchange commission logo
December 15, 2022
Ian Huen
Chief Executive Officer
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN , United Kingdom
Re:Aptorum Group Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Response Dated December 2, 2022
File No. 001-38764
Dear Ian Huen:
            We have reviewed your December 2, 2022 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 22, 2022 letter.
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.
2.We note your response to comment 2, including your statement that "the VIEs are located
and incorporated outside of China; China does not have any control over the VIEs," and

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 December 15, 2022 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
December 15, 2022
Page 2
reissue. Please clarify whether or not your VIEs conduct operations in Hong Kong or
otherwise advise. To the extent your VIEs conduct operations in Hong Kong please revise
your risk factor accordingly.
Item 4. Information on the Company
A. History and Development of the Company, page 45
3.We note your response to comment 6 and reissue. At the onset of Item 4, please disclose
prominently that you are not a Chinese operating company but a Cayman Islands holding
company with operations conducted by your subsidiaries and through contractual
arrangements with variable interest entities (VIEs) based in Hong Kong and that this
structure involves unique risks to investors. If true, disclose that these contracts have not
been tested in court. In addition, please clarify here where the VIEs are operating or
otherwise advise and explain whether the VIE structure is used to provide investors with
exposure to foreign investment in China-based companies where Chinese law prohibits
direct foreign investment in the operating companies, and disclose that investors may
never hold equity interests in the Chinese operating company or otherwise advise. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this VIE
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
your securities to significantly decline or become worthless. We note in your response that
you included a cross-reference but do not see a cross reference in the proposed amended
disclosure. Please revise or otherwise advise.
4.We note your response to prior comment 7.  Please tell us and revise your future filings to
identify the jurisdiction in which Libra Sciences Limited is incorporated or chartered.
B. Business Overview, page 48
5.We note your response to comment 8 and reissue as we do not agree that proposed
disclosure in your risk factor section is sufficient. The legal and operational
risks associated with operating in China apply to your operations in Hong Kong. Please
revise your Business Overview section to provide prominent, upfront, disclosure about the
legal and operational risks associated with being based in or having the majority of the
company’s operations in China. Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of your securities or
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless. Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 December 15, 2022 Page 3
 FirstName LastName
Ian Huen
Aptorum Group Ltd
December 15, 2022
Page 3
6.We note your revised disclosure in Annex I states Aptorum Innovations Holding Limited
owns 75% of Aptorum Innovations Holding Pte. Ltd., Accelerate Technologies Pte. Ltd.
holds 15%, and the inventors of RPIDD technologies in A*STAR hold the remaining
15%. Please revise or otherwise advise. Also, revise the chart to use dashes instead of
solid lines for the arrows indicating your contractual arrangements with the VIEs.
7.We note your response to comments 11 and 12 and reissue in part. We note you state in
your response letter "our VIEs." Refrain from using terms such as “we” or “our” when
describing activities or functions of a VIE. Do not use language that suggests control of
the VIEs. In addition, please revise your definitions of Mios and Scipio to clarify that you
are the primary beneficiary of the VIE for accounting purposes.
8.We note your response to comment 13 including your disclosure in your response that you
"are not required to obtain any permissions or approvals from Chinese Authorities" and
reissue. Please revise your 20-F to state affirmatively whether you have received all
requisite permissions or approvals in China, including Hong Kong, and whether any
permissions or approvals have been denied. Please also describe the consequences to you
and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain
such permissions or approvals, (ii) inadvertently conclude that such permissions or
approvals are not required, or (iii) applicable laws, regulations, or interpretations change
and you are required to obtain such permissions or approvals in the future. Place the
revised disclosure in your Business Overview section.
9.We note your response to comment 14 and reissue. Please update your disclosure in your
20-F consistent with your response that the "VIEs do not hold cash" and that "[n]o
transfers, dividends, or distributions have been made to any investor to date." In addition,
please provide a clear description of how cash is transferred through your organization.
State whether or not you have established cash management policies relating to the
transfer of funds through your organization and describe them, as applicable. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
In addition, your response does not appear to address any restrictions and limitations the
PRC or Hong Kong may impose on your funds or assets located inside Hong Kong. Please
amend your disclosure to describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries and/or the consolidated VIEs, to the parent company and U.S.
investors as well as the ability to settle amounts owed under the VIE agreements.
            You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Crawford at 202-551-7767 or Jason Drory at 202-551-8342 with any other
questions.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 December 15, 2022 Page 4
 FirstName LastName
Ian Huen
Aptorum Group Ltd
December 15, 2022
Page 4
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman, Esq.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
November 22, 2022
Ian Huen
Chief Executive Officer
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN , United Kingdom
Re:Aptorum Group Ltd
Form 20-F for Fiscal Year Ended December 31, 2021
Filed April 29, 2022
File No. 001-38764
Dear Ian Huen:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 November 22, 2022 Page 2
 FirstName LastNameIan Huen
Aptorum Group Ltd
November 22, 2022
Page 2
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.
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.
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.
4.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your securities and to what extent you believe that you are compliant with
the regulations or policies that have been issued by the CAC to date.
5.Please update your disclosure in the risk factor regarding the Holding Foreign Companies
Accountable Act on page 37 to reflect that the Commission adopted rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying
the Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
Item 4. Information on the Company
A. History and Development of the Company, page 45
6.At the onset of Item 4, please disclose prominently that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with variable interest entities (VIEs)
based in China and that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court. Explain whether the VIE structure is
used to provide investors with exposure to foreign investment in China-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never hold equity interests in the Chinese operating company.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 November 22, 2022 Page 3
 FirstName LastNameIan Huen
Aptorum Group Ltd
November 22, 2022
Page 3
this structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
your securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company as a result of this structure.
7.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required. Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.  As part of your revisions, disclose the
jurisdiction in which Libra Sciences Limited is incorporated or chartered.
B. Business Overview, page 48
8.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange.
9.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
10.Please revise your diagram of the company’s corporate structure, identifying the person or
entity that owns the equity in each depicted entity, including voting and economic rights.
Describe all contracts and arrangements through which you claim to exercise control that
results in consolidation of the VIEs’ operations and financial results into your financial
statements. Identify clearly the entity in which investors are purchasing their interest and
the entities in which the company’s operations are conducted. Describe the relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to
its contractual arrangements with the VIEs, its founders and owners, and the challenges

 FirstName LastNameIan Huen
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 November 22, 2022 Page 4
 FirstName LastName
Ian Huen
Aptorum Group Ltd
November 22, 2022
Page 4
the company may face enforcing these contractual agreements due to legal uncertainties
and jurisdictional limits.
11.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you possess majority voting power, and that the
holding company does not conduct operations.
12.Please revise your disclosure here to state that you are the primary beneficiary of the VIEs
for accounting purposes. Please also disclose, if true, that the VIE agreements have not
been tested in a court of law.
13.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer securities to
foreign investors. State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
14.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 November 22, 2022 Page 5
 FirstName LastName
Ian Huen
Aptorum Group Ltd
November 22, 2022
Page 5
Operating and Financial Review and Prospects
Results of Operations
Results of Operations for the Years ended December 31, 2021 and 2020
Research and development expenses, page 92
15.We note you disclose research and development expenses by type of expense.  Please
expand your disclosure in future filings to provide the costs incurred during each period
presented for each of your key research and development programs.  If you do not track
your research and development costs by program, please disclose that fact, and explain
why you do not maintain and evaluate research and development costs by program.
Provide proposed disclosure with your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tracie Mariner at 202-551-3744 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman, Esq.

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

September 29, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Science

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

    Aptorum Group Ltd1

    Registration Statement on Form F-1

    Filed September 11, 2020

    File No. 333-248743

Dear Sir and Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Aptorum Group Limited hereby respectfully requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 2:00 p.m. Eastern Time on Tuesday, September 29, 2020,
or as soon as thereafter practicable.

Please note that we acknowledge
the following:

 · should the Securities and Exchange Commission
(the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We thank the Staff for
your review of the foregoing. If you have any further concerns, we ask that you forward them by electronic mail to our counsel,
Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

        CEO

    cc:
    Louis Taubman

Hunter Taubman Fischer&
Li LLC

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

September 29, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Science

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

    Aptorum Group Ltd

    Registration Statement on Form F-1

    Filed September 11, 2020

    File No. 333-248743

Dear Sir and Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Aptorum Group Limited hereby respectfully requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 12:00 p.m. Eastern Time on Tuesday, September 29, 2020,
or as soon as thereafter practicable.

Please note that we acknowledge
the following:

 · should the Securities and Exchange Commission
(the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We thank the Staff for
your review of the foregoing. If you have any further concerns, we ask that you forward them by electronic mail to our counsel,
Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

        CEO

    cc:
    Louis Taubman

Hunter Taubman
Fischer & Li LLC

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

September 29, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Science

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:

    Aptorum Group Limited

    Registration Statement on Form F-1

    Filed September 11, 2020

    File No. 333-248743

Dear Sir and Madam:

Earlier today, September
29, 2020, Aptorum Group Limited requested acceleration of the effective date of the above referenced Registration Statement so
that it would become effective at noon today, Tuesday, September 29, 2020, or as soon as thereafter practicable. We hereby withdraw
our request until further notice.

We thank the Staff for
your review of the foregoing. If you have any further concerns, we ask that you forward them by electronic mail to our counsel,
Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

        CEO

    cc:
    Louis Taubman

Hunter Taubman Fischer&
Li LLC

United States securities and exchange commission logo
September 28, 2020
Ian Huen
Chief Executive Officer and Executive Director
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN, United Kingdom
Re:Aptorum Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed September 25, 2020
File No. 333-248743
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 Registration Statement on Form F-1
Exhibits
1.Please have both counsels revise their opinions to sign the opinions. Please also have
Campbells revise its opinion to refer to the number of shares being registered.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 September 28, 2020 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
September 28, 2020
Page 2
            Please contact Margaret Schwartz at 202-551-7153 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman

CORRESP
1
filename1.htm

APTORUM
GROUP LIMITED

17
Hanover Square

London
W1S 1BN, United Kingdom

September 25,
2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Science

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Re:

    Aptorum Group
    Ltd

    Amendment No.
    1 to Registration Statement on Form F-1

    Filed September
    24, 2020

    File No. 333-248743

Dear
Sir and Madam:

Aptorum
Group Limited (the “Company,” “Aptorum,” “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 September 25, 2020 regarding Pre-Effective Amendment No. 1 to our Registration Statement
on Form F-1 (the “Registration Statement”) previously submitted on September 24, 2020 (the “Registration Statement”).
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. An amended
F-1 submitted publicly accompanying this Response Letter is referred to as Form F-1.

Amendment
No. 1 to Registration Statement on Form F-1, Filed September 24, 2020

Cover
Page

1. We
note your response to our prior comment number 1. As required by Item 501(b)(8)(iii) of Regulation S-K, please revise the cover
page of the prospectus to expressly provide the date that the offering will end.

Response:
In response to the Staff’s comment, we noted on the cover page that we expect to close the offering on September 29, 2020,
but the offering will be terminated by October 10, 2020, provided that the closing of the offering has not occurred by such date,
and may not be extended.

2. We
note your revised discloser in response to prior comment 1 that you do not have an arrangement to place the proceeds from this
offering in an escrow, trust or similar account, and that the funds will be immediately available to you and not refunded. Please
further expand on your disclosure by explaining the significant risks to investors that arise from not having such arrangements
in place.

Response:
In response to the Staff’s comment, we added the following language to the cover page and the risk factors, as noted below:

Cover
Page:

“Because
there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities
offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not
receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in
this prospectus. In addition, because there is no escrow account and no minimum offering amount in this offering, investors could
be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest
in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite
uncertainty about whether we would be able to use such funds to effectively implement our business plan. See “Risk Factors”
for more information. We expect to close the offering on September 29, 2020 but the offering will be terminated by October 10,
2020, provided that the closing of the offering has not occurred by such date, and may not be extended.”

Risk
Factors:

“Because
there is no minimum required for the offering to close, investors in this offering will not receive a refund in the event that
we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.

We
have not specified a minimum offering amount nor have or will we establish an escrow account in connection with this offering.
Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested
in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Further, because there
is no escrow account in operation and no minimum investment amount, any proceeds from the sale of securities offered by us
will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement
our business plan. Investor funds will not be returned under any circumstances whether during or after the offering.”

We
thank the Staff for your review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/
    Ian Huen

    Ian
        Huen

        CEO

    cc:
    Louis Taubman

Hunter
Taubman Fischer & Li LLC

United States securities and exchange commission logo
September 25, 2020
Ian Huen
Chief Executive Officer and Executive Director
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN, United Kingdom
Re:Aptorum Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 24, 2020
File No. 333-248743
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 September 21, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-1, Filed September 24, 2020
Cover Page
1.We note your response to our prior comment number 1. As required by Item 501(b)(8)(iii)
of Regulation S-K, please revise the cover page of the prospectus to expressly provide the
date that the offering will end.
2.We note your revised disclosure in response to prior comment 1 that you do not have an
arrangement to place the proceeds from this offering in an escrow, trust or similar
account, and that the funds will be immediately available to you and not refunded. Please
further expand on your disclosure by explaining the significant risks to investors that arise
from not having such arrangements in place.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 September 25, 2020 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
September 25, 2020
Page 2
            Please contact Margaret Schwartz at 202-551-7153 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17 Hanover Square

London W1S 1BN, United Kingdom

September 23, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Science

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Re:  Aptorum Group Ltd

    Registration Statement on Form F-1

    Filed September 11, 2020

    File No. 333-248743

Dear Sir and Madam:

Aptorum Group Limited
(the “Company,” “Aptorum,” “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 September 21, 2020 regarding our Registration Statement on Form F-1 (the “Registration
Statement”) previously submitted on September 11, 2020 (the “Registration Statement”). For ease of reference,
we have repeated the Commission’s comments in this response and numbered them accordingly. An amended F-1 submitted publicly
accompanying this Response Letter is referred to as Form F-1.

Registration Statement on Form F-1 filed
September 11, 2020

Cover Page

1.       We
note your disclosure that the offering will terminate on the first date that you enter into securities purchase agreements to sell
the securities offered. Please disclose the date the offering will end and describe any arrangements to place the proceeds in an
escrow, trust, or similar account. If you have not made any of these arrangements, state this fact and describe the effect on investors.
Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response: In response to the Staff’s
comment, we added the following language to the cover page of the F-1: “There is no minimum number of securities or minimum
aggregate amount of proceeds for this offering to close. The offering of the securities will terminate on the first date that we
enter into securities purchase agreements to sell the securities offered hereby. We do not
have an arrangement to place the proceeds from this offering in an escrow, trust or similar account. Any funds raised from the
offering will be immediately available to us for our immediate use and will not be refunded to investors.”

Exhibits

2.       We
note your reference on page 138 to an engagement agreement with H.C. Wainwright. To the extent this is a different agreement than
the placement agent agreement you reference in your exhibit index, please file such agreement. In addition, you state that you
will enter into securities purchase agreements, but the form of purchase agreement filed as Exhibit 10.41 appears to relate to
a different offering. Please file a revised form of such agreement or advise.

Response: In response to the Staff’s
comment we updated the references of an engagement agreement to a placement agent agreement; the references to an engagement agreement
was an oversight and is now corrected. Further, we added the form of securities purchase agreement that will be used in the subject
offering as Exhibit 10.44.

We thank the Staff for
your review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Louis
Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

        CEO

    cc:
    Louis Taubman

Hunter Taubman Fischer
& Li LLC

United States securities and exchange commission logo
September 21, 2020
Ian Huen
Chief Executive Officer and Executive Director
Aptorum Group Ltd
17 Hanover Square
London W1S 1BN, United Kingdom
Re:Aptorum Group Ltd
Registration Statement on Form F-1
Filed September 11, 2020
File No. 333-248743
Dear Mr. Huen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1, Filed September 11, 2020
Cover Page
1.We note your disclosure that the offering will terminate on the first date that you enter
into securities purchase agreements to sell the securities offered.  Please disclose the date
the offering will end and describe any arrangements to place the proceeds in an escrow,
trust, or similar account.  If you have not made any of these arrangements, state this fact
and describe the effect on investors.  Refer to Item 501(b)(8)(iii) of Regulation S-K.
Exhibits
2.We note your reference on page 138 to an engagement agreement with H.C. Wainwright.
To the extent this is a different agreement than the placement agent agreement you
reference in your exhibit index, please file such agreement. In addition, you state that you

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 September 21, 2020 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
September 21, 2020
Page 2
will enter into securities purchase agreements, but the form of purchase agreement filed as
Exhibit 10.41 appears to relate to a different offering. Please file a revised form of such
agreement or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Margaret Schwartz at 202-551-7153 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman

January 13, 2020
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
Registration Statement on Form F-3
Filed January 6, 2020
File No. 333-235819
Dear Mr. Huen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Louis Taubman

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

January 14, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Re: Aptorum Group Ltd.

Registration Statement on Form F-3

Initially Filed January 6, 2020

File No. 333-235819

Dear Sir and Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), Aptorum Group Limited hereby respectfully requests acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Wednesday,
January 15, 2020, or as soon as thereafter practicable.

The
undersigned registrant is aware of its obligations under the Act.

We thank the Staff for
your review of the foregoing. If you have any further concerns, we ask that you forward them by electronic mail to our counsel,
Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

        CEO

    cc:
    Louis
    Taubman

    Hunter Taubman Fischer& Li LLC

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

October 23, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Re: Aptorum Group Ltd.

Registration Statement on Form F-1

Initially Filed July 2, 2019

File No. 333-232510

Dear Sir and Madam:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Aptorum Group Limited hereby respectfully requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:00 p.m. Eastern Time on Thursday, October 24, 2019,
or as soon as thereafter practicable.

Please note that we acknowledge
the following:

 · should the Securities and Exchange Commission
(the “Commission”) or the staff (the “Staff”), acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We thank the Staff for
your review of the foregoing. If you have any further concerns, we ask that you forward them by electronic mail to our counsel,
Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

        CEO

    cc:
    Louis Taubman

    Hunter Taubman Fischer&
Li LLC

CORRESP
1
filename1.htm

APTORUM
GROUP LIMITED

17th
Floor, Guangdong Investment Tower

148
Connaught Road Central

Hong
Kong

October
21, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare & Insurance

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

Re:
Aptorum Group Ltd.

Amendment
No. 3 to Registration Statement on Form F-1

Filed
October 16, 2019

File
No. 333-232510

Dear
Sir and Madam:

Aptorum
Group Limited (the “Company,” “Aptorum,” “we,” “us” or “our”)
hereby transmits its response to the verbal comments our counsel, Louis Taubman, received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), on October 17, 2019, regarding our Registration
Statement on Form F-1 previously submitted on July 2, 2019 and amended on August 16, 2019, September 27, 2019 and October 16,
2019 (the “Registration Statement”). For ease of reference, we have written our understanding of the Commission’s
comments in this response and provided our response thereto. An amended F-1 submitted publicly accompanying this Response Letter
is referred to as Form F-1.

 1. Please
                                         revise the registration statement to remove the following paragraph from the Explanatory
                                         Note (the “Issue Paragraph”):

“No
additional securities are being registered under this Amendment No.3. All applicable registration fees were paid at the time of
the original filing of the Registration Statement. This Amendment No. 3 does not reflect events that may have occurred after the
filing of Amendment No. 2 to the Registration Statement, nor does it modify or update those disclosures present therein, except
with regard to the modification described in this Explanatory Note. As such, this Amendment No. 3 continues to speak as of September
27, 2019. Accordingly, this Amendment No. 3 should be read in conjunction with the original filing of the Registration Statement
and the amendments filed thereto.”

Response:
Although we removed the Issue Paragraph, we did maintain the first two sentences of such paragraph (“No additional securities
are being registered under this Amendment No.4. All applicable registration fees were paid at the time of the original filing
of the Registration Statement.”) because we believe they are relevant and required in registration statements.

We
would also like to confirm that the prospectus is up to date as of the date of filing.

We
thank the Staff for your review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/
    Ian Huen

    Ian
        Huen

        CEO

    cc:
    Louis
    Taubman

    Hunter
Taubman Fischer& Li LLC

CORRESP
1
filename1.htm

APTORUM
GROUP LIMITED

17th
Floor, Guangdong Investment Tower

148
Connaught Road Central

Hong
Kong

October
16, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare & Insurance

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

Re:
Aptorum Group Ltd.

Amendment
No. 2 to Registration Statement on Form F-1

Filed
September 27, 2019

File
No. 333-232510

Dear
Sir and Madam:

Aptorum
Group Limited (the “Company,” “Aptorum,” “we,” “us” or “our”)
hereby transmits its response to the verbal comments our counsel, Louis Taubman, received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), on October 11, 2019, regarding our Registration
Statement on Form F-1 previously submitted on July 2, 2019 and amended on August 16, 2019 and September 27, 2019 (the “Registration
Statement”). For ease of reference, we have written our understanding of the Commission’s comments in this response
and provided our response thereto. An amended F-1 submitted publicly accompanying this Response Letter is referred to as Form
F-1.

 1. Please
                                         revise the registration statement to remove reference to the website relating to where
                                         interested parties may find information related to the referenced Token offering. The
                                         information in this website contains more information than is permitted under Rule 902.

Response:
We have removed all such references from the amendment being filed on this same date.

We
thank the Staff for your review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/
    Ian Huen

    Ian
        Huen

        CEO

    cc:
    Louis
    Taubman

Hunter
Taubman Fischer& Li LLC

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

September 27, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Re: Aptorum Group Ltd.

Amendment No. 1 to Registration
Statement on Form F-1

Filed August 16, 2019

File No. 333-232510

Dear Sir and Madam:

Aptorum Group Limited
(the “Company,” “Aptorum,” “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 August 30, 2019, regarding our Registration Statement on Form F-1 previously
submitted on July 2, 2019 and amended on August 16, 2019 (the “Registration Statement”). For ease of reference,
we have repeated the Commission’s comments in this response and numbered them accordingly. An amended F-1 submitted publicly
accompanying this Response Letter is referred to as Form F-1.

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;

 ● 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.

    1

Response:

In response to your comment, we reviewed SEC
Release 33-7516. We believe that the measures previously implemented, as discussed in our prior response letter, combined with
additional measures we have since implemented, as described below are reasonably designed
to ensure that the SMPT token offering is not targeted to U.S. persons and to guard against public sales of the SMPT tokens to
U.S. persons.

In particular, on P. 3-4 of our August 16,
2019 response to the Staff’s prior comments (the “First Response Letter”), we noted the following multi-level
approach we implemented to guard
against public sales of the SMPT token to U.S. persons, including but not limited to:

 ● express
                                         restrictions specified in transaction documents and agreements governing SMPT tokens;

 ● restrictive
                                         legend on all SMPT tokens prohibiting SMPT tokens to be offered and sold in the U.S.;

 ● participation
                                         in a Whitelisting Process before purchasing any SMPT token; and

 ● multiple
                                         legal and operation level measures on third party trading platforms.

In response to your current comment, we added
the following to the official website for the SMPT tokens (https://www.smtph.io) (“SMPT Website”):

 a) a prominent pop-up disclaimer on the home page specifying that “The SMPT token is not being
offered to and is not available for sale to citizens, nationals, residents (tax or otherwise), green card holders and/or any company
domiciled in any of the following jurisdictions: (a) the United States of America; (b) Singapore; (c) Hong Kong (except for Professional
Investors); (d) the People’s Republic of China; (e) Samoa, (f) Seychelles, (g) sanctioned countries under the OFAC and (h)
any other jurisdiction which prohibits the sales of security tokens (“Restricted Jurisdiction”). By clicking “accept”,
you understand that this offering is made outside the United States and may not be made to any “U.S. person” as defined
in Rule 902(k) under the Securities Act (a “Non-U.S. Person”) or citizens of other Restricted Jurisdictions”.

 b) a message located at the bottom of the home page stating that the SMPT token is not available for
sale to U.S. persons and reads: “The SMPT token is not registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”). The SMPT tokens may not be offered for sale, sold or otherwise transferred, either directly or indirectly
in the U.S. or to U.S. persons except in accordance with Regulation S promulgated under the Securities Act, pursuant to an effective
registration statement under the securities act or pursuant to an exemption from registration under the securities act If you are
not sure whether you are eligible to purchase the SMPT token or have any inquiries, please sign up for our Whitelist or email us
at info@smtph.com.”

Based on our understanding of Release No. 33-7516,
specifically Section IV.B, only a U.S. issuer is required to implement password-type procedures
to ensure that only non-U.S. persons can obtain access to the token offering. Aptorum is a foreign private issuer incorporated
in the Cayman Islands and the issuer of the SMPT token, i.e., Smart Pharmaceutical Limited Partnership, is a limited partnership
registered in Seychelles (“SPLP”). The sole general partner of the issuer, i.e., SMTPH Limited, is an international
business company incorporated under the laws of Seychelles. Accordingly, we do not believe it is necessary to implement this measure
for the SMTP token offering to be considered an offshore Internet offering not targeted to U.S. persons.

    2

Release No. 33-7516 sets forth two general
measures where, if implemented, a non-U.S. offeror, would not be generally considered by the SEC to
be an offshore Internet offeror targeting the U.S. (Section III.B):

 ● The
                                         Web site includes a prominent disclaimer making it clear that the offer is directed only
                                         to countries other than the United States; and

 ● The
                                         Web site offeror implements procedures that are reasonably designed to guard against
                                         sales to U.S. persons in the offshore offering. For example, the offeror could ascertain
                                         the purchaser’s residence by obtaining such information as mailing addresses or
                                         telephone numbers (or area code) prior to the sale.

As
described above, we believe both measures have been implemented in light of (i) the prominent disclaimer on the token offering’s
home page and (ii) establishing a whitelisting process designed to guard against sales to U.S. persons in the offshore offering,
as described in the First Response Letter.

With respect to limiting access to the SMPT
token offering materials to persons who can demonstrate that they are not U.S. persons, no one can participate in the offering
or purchase SMPT tokens if s/he refuses or fails to complete the Whitelist Process. Furthermore, only whitelisted private or exchange-based
wallet address(es) are eligible to use the SMPT tokens. We respectfully direct you to Response No. 2 in the First Response Letter,
which discusses the whitelisting process in more detail.

Out of an abundance of caution, we also coded
the following legend into each SMPT token:

THE SMPT TOKENS HAVE NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”). THE TOKENS WERE ISSUED IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED UNDER IT. THE SMPT TOKENS
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE. TRANSFERS OF THE SMPT TOKENS MAY NOT BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. FURTHER, HEDGING TRANSACTIONS WITH REGARD TO
THE SMPT TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

In light of all of the above, we believe we
have implemented procedures that are reasonably designed to guard against sales to U.S. persons in the SMPT token offering.

 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.

Response:

Initially, we would like to remind the Staff
that the SMPT tokens are being offered and sold by Smart Pharmaceutical Limited Partnership, a limited partnership registered in
Seychelles (“SPLP”); Aptorum is not offering, selling or issuing the SMPT tokens and Section 5 of the Securities Act
does not apply to SPLP. We tried to convey in our response to Comment 2 in the First Response Letter that we included reference
to Regulation S in the Registration Statement out of an abundance of caution, but we understand that the Staff still has concerns
regarding the availability of such exemption to the SMPT tokens offered by SPLP.

    3

We also want to note that as of the date hereof,
(i) no U.S. person has approached SPLP or its affiliate and expressed interest to purchase the SMPT tokens, (ii) no U.S. person
has signed up to our Whitelist, submitted a Whitelist application, or has otherwise been admitted into our Whitelist, and (iii)
no SMPT token has been transferred to a wallet address associated with a U.S. person.

As intimated in Section III. A. Activities
and Circumstances Requiring Registration of the discussion provided by the Staff’s Corporation Finance division in Accessing
the U.S. Capital Markets – A Brief Overview for Foreign Private Issuers1,
since the issuing entity, SPLP, is not a foreign private issuer and (i) is not trying to conduct the token offering as a public
offering in the U.S., (ii) is not seeking to list the tokens on a national securities exchange or quote the tokens on the OTCBB,
and (iii) does not seem to meet the asset or shareholder base thresholds that otherwise require registration, we respectfully
submit that SPLP does not have to register the token offering under the Securities Act or register the tokens under the Exchange
Act. We found further support for this position through Rule 901 of Regulation S, which states, “For
the purposes only of section 5 of the Act, the terms offer, offer
to sell, sell, sale, and offer to buy shall be deemed to include offers and sales that occur within
the United States and shall be deemed not to include offers and sales that occur outside the United States.”
It is our position that the token offering is occurring outside the United States.

In 1999, the SEC adopted amendments to Regulation
S to stop abuses of such regulation by issuers and others who were using the regulation as a means to distribute securities into
U.S. markets without the protections afforded by the registration process. We support that initiative and neither we nor SPLP is
attempting to distribute the SMPT tokens into the U.S. markets. The final rule release of such amendments cites “that there
should be no presumption that a foreign issuer offering securities overseas is doing so to avoid the registration and disclosure
requirements of the U.S. federal securities laws, even when it has a substantial trading market for its securities in the United
States” as support for not extending the amendments to foreign private issuers, regardless of the relative size of their
U.S. markets to their worldwide trading2.

Although the language in the SEC’s final
rule regarding amendments to Regulation S seems to imply that Regulation S would be equally inapplicable3,
we believe the token offering meets the conditions of Regulation S nevertheless. The availability of the safe harbor provided by
Regulation S is contingent on two general conditions:

 1. The offer and sale must be made in an offshore transaction; and

 2. No “directed selling efforts” may be made by the issuer, a distributor, any of their
respective affiliates or any person acting on their behalf.

We shall address each of these conditions in
turn.

 1. The offer and sale must be made in an offshore transaction

1 https://www.sec.gov/divisions/corpfin/internatl/foreign-private-issuers-overview.shtml

2 https://www.sec.gov/rules/final/33-7505.htm

3 Final Rule: Offshore Offers
and Sales, Release No. 33-7505; 34-39668; File No. S7-8-97) states, “To avoid undue
interference with offshore offering practices of foreign companies, the amendments will apply to the equity securities of U.S.
issuers, but not to the equity securities of foreign issuers.” The token offering is an offshore offering being conducted
by a foreign company and we respectfully believe such sentiment provided by the SEC was included in the final rule for clarification
and equally applies to Regulation S generally.

    4

As set forth in the First Response Letter,
the SMPT tokens are not being offered to a person in the United States. We believe the measures outlined in response to comment
1 above illustrate how the Company guarantees this. Additionally, as further described in response to comment 1, the Whitelist
Process ensures that the buyer of tokens is outside the U.S. or at the very least, provides us a reasonable belief that the buyer
is outside the U.S. Furthermore, the purchase and sale of SMPT tokens takes place on two cryptocurrency exchange platforms, IDAX
and LATOKEN, both of which are located outside the U.S. and the Whitelist Process prevents the SMTP tokens from being sold to a
U.S. person, so a pre-arrangement of that type is extremely unlikely, if not impossible. In fact, we believe that the Whitelist
Process we have in place makes a sale to a U.S. person virtually impossible.

 2. Directed Selling Efforts

We discuss the lack of “directed selling
efforts” in our response to Comment 2 in the First Response Letter, however we have additional reasons to support our determination
that no such efforts are being made.

The information regarding the SMPT token included
in the initial Registration Statement was very limited in nature and was only included because we thought the potential benefits
(i.e. investing and helping to fund a subsidiary’s operations and business, which indirectly impacts our business) were sufficiently
material to warrant disclosure of same to our investors; the disclosure was expanded in response to the Staff’s comments
requesting additional information about the SMPT token.

In addition, while the SMPT tokens was mentioned
in two press releases of the Company dated April 24, 2019 and July 8, 2019, respectively (both of which were filed with the Staff
as attachments to Form 6-K), we did not issue the press releases to market the SMPT tokens to U.S. investors, as the press releases
contain disclaimers declaring that such release is not a solicitation to offer or sell the tokens4
and that same is not permitted in certain jurisdictions.5

We do not think the two press releases qualify
as a publication “with a general circulation in the United States” as such
term is defined in Rule 902 of Regulation S because they were not meant primarily for the U.S. and were intended to reach far beyond
the U.S. markets.

Other than the two press releases mentioned
above, the Company did not conduct any mailings to U.S. investors regarding the SMPT token, did not conduct any seminars about
the SMPT tokens and did not otherwise advertise the SMPT token in the U.S. We respectfully submit that two press releases and disclosure
about the SMPT tokens in the Registration Statements merely containing statements about the existence of the SMPT tokens, that
also include disclaimers about the sala

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.

CORRESP
1
filename1.htm

APTORUM
GROUP LIMITED

17th
Floor, Guangdong Investment Tower

148
Connaught Road Central

Hong
Kong

August
16, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Healthcare & Insurance

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

Re:
Aptorum Group Ltd

Registration
Statement on Form F-1

Filed
July 2, 2019

File
No. 333-232510

Dear
Sir and Madam:

Aptorum
Group Limited (the “Company,” “Aptorum,” “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 July 30, 2019 regarding our Registration Statement on Form F-1 (the “Registration
Statement”) previously submitted on July 2, 2019 (the “Registration Statement”). For ease of reference, we have
repeated the Commission’s comments in this response and numbered them accordingly. An amended F-1 submitted publicly accompanying
this Response Letter is referred to as Form F-1.

Registration
Statement on Form F-1 filed July 2, 2019

Establishment
of Smart-ACT Platform, page 8

1.
Clarify what it means to “successfully screen” compounds against a target by clarifying what results would be deemed
successful.

Response:

In
response to the Staff’s comment, we made the clarifications on Page  8 of the Pre-Effective Amendment No. 1 to Form
F-1 as follows:

To
date, Smart Pharma has, under the recently established Smart-ACTTM platform, successfully screened 1,615 compounds
against 3 therapeutic target proteins which are related to poor prognosis of neuroblastoma (“NB”). NB is a type of
cancer that forms in certain types of nerve tissue and most frequently in the adrenal glands as well as spine, chest, abdomen
or neck. The preliminary results from the Smart-ACTTM platform have now identified a number of potential repurposed
drug candidates that could show promise against such disease. Smart Pharma will next move on to conduct further in vitro and in
vivo validation of these candidates through collaboration with Aptorum Group Limited to assess and validate the candidates’
usage for such new indication. To date, the Smart-ACTTM platform has completed computational screening based
on structural affinity and scoring analysis of around 1,600 approved drugs against 3 therapeutic target proteins related to poor
prognosis of neuroblastoma (i.e., a type of cancer that forms in certain types of nerve tissue and most frequently in the adrenal
glands as well as spine, chest, abdomen or neck). Among the ~1,600 drugs that have been screened, around 40 were identified for
further evaluation by wet lab validation.

We
are currently evaluating the shortlisted compounds via wet lab validation to confirm their efficacy in cell-based and animal models
in treating neuroblastoma. This validation will be conducted in vitro and in vivo validation in collaboration with
Aptorum Group Limited to assess and validate the compound’s usage for such new indication.

Smart
Pharma Token, page 8

2.
We note your disclosure that SMPT tokens will be issued in transactions exempt from the registration requirements of the Securities
Act pursuant to Regulation S. The basis for your reliance on Regulation S is unclear in light of the prominence of the disclosure
in your registration statement and the materials provided on the SMTPH website. Please provide a detailed legal and factual analysis
supporting your determination that these are not directed selling efforts in the U.S. Additionally, tell us what restrictions
are in place to ensure that US persons are not able to access the trading platform(s) on which SMPT tokens are listed or acquire
SMPT tokens.

Response:

The
SMPT tokens are being issued by Smart Pharmaceutical Limited Partnership (“SPLP”), a limited partnership registered
in Seychelles and are not being offered or sold to U.S. persons. SPLP is managed by SMTPH as its sole general partner and SMPTH,
which is an off-shore, foreign entity, is one of Aptorum Therapeutics Limited’s subsidiaries. As further detailed below,
many restrictions and procedures have been put in place to prevent a U.S. person from purchasing a SMPT token and to ensure they
will not be transferred to a U.S. person. We thought although the offering of the tokens is being conducted through this other
entity, which is managed by one of our subsidiaries, that the potential benefits (i.e. investing and helping to fund a subsidiary’s
operations and business, which indirectly impacts our business) were sufficiently material to warrant disclosure of same to our
investors. However, the SMPT tokens are not being registered in the F-1 and are not being offered to U.S. persons.

Rule
902(c) defines “Directed selling efforts” to mean any activity undertaken for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market in the United States for any of the securities being offered
in reliance on Regulation S. Such activity includes placing an advertisement in a publication “with a general circulation
in the United States” that refers to the offering of securities being made in reliance upon this Regulation S. As neither
we nor SPLP are selling the SMPT tokens in the U.S. or to U.S. persons, there is no related market to condition. We included language
in the original F-1 filing to emphasize that the F-1 was not an offer to sell or solicit the sales of SMPT token, but we added
the following language in the Smart Pharma Token section of the Pre-Effective Amendment No. 1 to Form F-1 to further clarify
same:

“On
April 24, 2019, the Company disclosed Smart Pharma’s, its indirectly wholly owned subsidiary group, announcement of the
Smart Pharma Token (“SMPT token”). The SMPT tokens are issued by Smart Pharmaceutical Limited Partnership (“SPLP”),
a limited partnership registered in Seychelles, and managed by SMTPH as its sole general partner. The SMPT token is not for
sale in the U.S. and is not offered, available for sale and/or otherwise transferrable to any U.S. persons, as such term is defined
in Rule 902(k) of Regulation S.”

    2

“Accordingly,
except in accordance with the provisions of Regulation S, the SMPT token is not and cannot be offered, sold or transferred to
a U.S. Persons (as defined in Rule 902(k) under the Securities Act). Currently, Smart Pharma has no immediate plan to register
the SMPT tokens under the Securities Act or to offer the SMPT tokens in the U.S.”

In
order to prohibit any U.S. persons from purchasing and/or trading the SMPT tokens, we have implemented a multiple-level compliance
approach:

(a)
Express restrictions specified in transaction documents and agreement governing the SMPT tokens:

In
both the Whitepaper of the SMPT tokens (see https://smtph.io/token/doc/WHITEPAPER.pdf) (hereinafter referred to as “Whitepaper”)
and the Terms and Conditions of Sale of the SMPT tokens between the seller and the buyer (see https://smtph.io/token/doc/terms-and-conditions.pdf)
(hereinafter referred to as “T&Cs”), it is specified that the United States is one of the restricted jurisdictions
for the SMPT tokens, and that citizens, nationals, residents (tax or otherwise), green card holders and/or company domiciled in
the U.S. are not permitted to participate in the token sale (see, e.g. Section 7.6 of the Whitepaper and Clause
3.5 of the T&Cs.)

It
is further specified that the SMPT tokens cannot be offered or resold in the U.S. and may not be transferred except in accordance
with the provisions of Regulation S (see, e.g. Clauses 4.3 and 6.3 of T&Cs and Sections 7.2 and 7.9 of the Whitepaper). Under
the T&Cs, the buyer has to provide representation that s/he/it is not a U.S. person as defined in Rule 902(k) of the Securities
Act of 1933 as amended (see, Clause 10.29 of the T&Cs).

(b)
Although we have no intention of registering the SMPT tokens under the US securities laws, all SMPT tokens issued bear the following
restrictive legend forbidding the SMPT tokens to be offered and sold in the U.S. This legend is coded into each SMPT token:

THE
SMPT TOKENS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”). THE TOKENS
WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S PROMULGATED
UNDER IT. THE SMPT TOKENS MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. TRANSFERS OF THE SMPT TOKENS MAY NOT BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. FURTHER, HEDGING
TRANSACTIONS WITH REGARD TO THE SMPT TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

(c)
In addition to legal barriers, Smart Pharma has also implemented compliance measures on the operations level. Specifically, all
buyers of the SMPT tokens must first complete a Whitelisting Process managed by Smart Pharma (see Sections 7.2 and 7.7 of the
Whitepaper and Clause 8 of the T&Cs). The Whitelisting Process can be found at the following link (https://www.smtph.io/whitelisting/).

In
order to sign up to the Whitelist, a prospective buyer must provide Smart Pharma with, inter alia, his/her full legal name, citizenship,
country of residence, copy of passport or alternative accepted government-issued identification and his/her wallet addresses.
Registration for applicants from the U.S. to the Whitelist will be rejected.

    3

With
respect to resale, we also seek to prevent any SMPT tokens from being subsequently transferred or resold to U.S. persons by requiring
all recipients/buyers to complete the above Whitelist. In the event that a token holder attempts to transfer a SMPT token to
a non-Whitelisted wallet addresses, the transaction will not be able to be completed. The transferred tokens remain in a state
that it will not be used until and unless the receiving wallet address is Whitelisted and vetted. This restriction has been coded
into the SMPT Tokens.

(d)
With respect to activities involving third-party trading platforms, we have implemented multiple measures on the legal and operations
level to prevent participation of U.S. person.

First,
we have entered into and signed listing agreements with each trading platform where the SMPT token is listed to restrict the trading
platform from facilitating any trading of the SMPT tokens that involve U.S. persons. The trading platform has represented to us
that the trading of SMPT tokens are disabled to any U.S. persons registered on their platform.

In
addition, prior to executing a trade on SMPT tokens, the T&Cs will be presented to each buyer of the SMPT tokens by the trading
platform in the form of a “clickwrap” agreement, and require such buyer to legally agree and be bounded by the T&Cs.

Further,
whenever a user on the trading platform attempts to withdraw SMPT tokens, the trading platform will provide a warning message
reminding the user to sign up for the Whitelist, and that only wallet addresses that are Whitelisted can complete the transfer
and use the tokens (please refer to (c) above for details).

To
this extent, we can confirm that to this date, there is currently no U.S.-based holder of SMPT tokens and given all of the aforementioned
procedures and protections, we do not believe that the SMPT tokens will land in the hands of any US persons, in a way that contravenes
with the applicable U.S. securities laws.

3.
Your disclosure on page 8 indicates that the Pharma Token tokenizes rights to a “portion” of the royalty income derived
from the commercialization of intellectual property rights of drug candidates discovered under your Smart-ACT platform. Please
revise to quantify the portion of the royalties token holders will be entitled to. We note that materials appearing on the Smart
Pharma website are inconsistent with some materials indicating that token holders are entitled to net profits from Smart Pharmaceutical
Limited Partnership, and others indicating that token holders are entitled to royalties upon commercialization, a percentage of
sublicensing revenue and consideration for assignment of intellectual property rights to third parties. Please revise your disclosure
to clarify how the amounts payable to token holders will be determined and when you are required to make these payments.

Response:

While
some parts of the Whitepaper (as defined above) specified that the token holders are entitled to the “net profits of SPLP”
or “net income of SPLP” (see, e.g. P. 13, 17 and 19 of the Whitepaper) and other parts of the Whitepaper make reference
to “royalty monetarization” (P. 2, 3, 13 and 17 of the Whitepaper). The two concepts are not incompatible nor inconsistent.

Specifically,
“net profits” or “net income” of SPLP are explicitly defined to be derived from “the intellectual
property rights and royalty monetarization of the Project IP” (see P. 19 of the Whitepaper). Given that SPLP is specified
to be only an “IP holding company” of the group, its only source of income is from the royalties upon commercialization
(see P. 13 of the Whitepaper). Further, while we have separately disclosed that the token holder is entitled to net income of
SPLP and that the net income of SPLP will solely come from royalties received by it, the above two points were often made together
(e.g. in the same page or sections). Accordingly, we respectfully believe that we have made the basis for the calculations clear
and do not believe any further revisions are necessary to ensure that readers and potential investors understand that the two
references are ultimately to the same basis. However, we shall review all disclosure related to the tokens once we clear your
comments and ensure information is consistent across all such materials.

    4

In
response to your comment, we revised the Smart Pharma Token section to read as follows:

“Smart
Pharma Token

On
April 24, 2019, the Company disclosed Smart Pharma’s, its indirectly wholly owned subsidiary group, announcement of the
Smart Pharma Token (“SMPT token”). The SMPT tokens are issued by Smart Pharmaceutical Limited Partnership (“SPLP”),
a limited partnership registered in Seychelles, and managed by SMTPH as its sole general partner. The SMPT token is not for sale
in the U.S. and is not offered, available for sale and/or otherwise transferrable to any U.S. persons, as such term is defined
in Rule 902(k) of Regulation S.

The
SMPT token is an ERC-1404 security compliant token with ERC-20 and ERC233 compliance on the Ethereum blockchain, which tokenizes
rights to a portion of the royalty income, sublicensing income, as well as other upfront, milestone payments and assignment income
(if applicable) (collectively referred to as “commercialization income”), derived from the eventual commercialization
of intellectual property rights of drug candidates discovered under our Smart-ACTTM platform. SMPT token is backed
by SPLP’s assets, including intellectual property rights of drug candidates created through the Smart-ACTTM program
and any royalty monetization income.

Specifically,
Smart Pharma has the right to commercialize the drug candidates discovered under the Smart-ACTTM platform (e.g. through
direct commercialization by affiliates, sublicensing to third parties, collaboration with third parties, and assignment to others).
Smart Pharma will set aside a royalty based on 3% (minimum) to 5% (maximum) of net sales (on a product-by-product basis and as
determined by Smart Pharma) to SPLP for distribution to the SMPT token holders. For drug candidates commercialized by sublicensee
or other authorized third parties, Smart Pharma will set aside 10% of the revenue received from sublicensee or other authorized
third parties to SPLP for distribution to the SMPT token holders. The above percentages are subject to adj

July 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
Registration Statement on Form F-1
Filed July 2, 2019
File No. 333-232510
Dear Mr. Huen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1 filed July 2, 2019
Establishment of Smart-ACT Platform, page 8
1.Clarify what it means to "successfully screen" compounds against a target by clarifying
what results would be deemed successful.
Smart Pharma Token, page 8
2.We note your disclosure that SMPT tokens will be issued in transactions exempt from the
registration requirements of the Securities Act pursuant to Regulation S.  The basis for
your reliance on Regulation S is unclear in light of the prominence of the disclosure in
your registration statement and the materials provided on the SMTPH website.  Please
provide a detailed legal and factual analysis supporting your determination that these are

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 July 30, 2019 Page 2
 FirstName LastNameIan Huen
Aptorum Group Ltd
July 30, 2019
Page 2
not directed selling efforts in the U.S.  Additionally, tell us what restrictions are in place to
ensure that US persons are not able to access the trading platform(s) on which SMPT
tokens are listed or acquire SMPT tokens.
3.Your disclosure on page 8 indicates that the Pharma Token tokenizes rights to a “portion”
of the royalty income derived from the commercialization of intellectual property rights of
drug candidates discovered under your Smart-ACT platform.  Please revise to quantify the
portion of the royalties token holders will be entitled to.  We note that materials appearing
on the Smart Pharma website are inconsistent with some materials indicating that token
holders are entitled to net profits from Smart Pharmaceutical Limited Partnership, and
others indicating that token holders are entitled to royalties upon commercialization, a
percentage of sublicensing revenue and consideration for assignment of intellectual
property rights to third parties. Please revise your disclosure to clarify how the amounts
payable to token holders will be determined and when you are required to make these
payments..
4.Please disclose whether you expect the proceeds from token sales to fund all of Smart
Pharma's operations, including validation and assessment of candidates, operation and
improvement of the platform, legal/professional fees and exchange listing costs.
Additionally, clarify how you will define the portion of royalties/profits that token holders
receive.  For example, will it be based on the percentage of Smart Pharma's operations
funded by token sales relative to funding you provide?
5.Please clarify whether distributions to token holders will be considered dividends and
whether they will be limited to profits or your share premium account.
Risk Factors, page 12
6.Please consider including a risk factor disclosing the token holders' security interest in
Smart Pharma's assets, including current and future intellectual property.  Alternatively,
explain why the security interest does not present a risk to your investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 July 30, 2019 Page 3
 FirstName LastName
Ian Huen
Aptorum Group Ltd
July 30, 2019
Page 3
            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.

August 10, 2018
Ian Huen
Chief Executive Officer
Aptorum Group Ltd
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong
Re:Aptorum Group Ltd.
Draft Registration Statement on Form F-1
Submitted July 13, 2018
CIK No. 0001734005
Dear Mr. Huen:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted July 13, 2018
Cover page
1.Please amend your prospectus cover page to state the volume of securities being offered
on a minimum and maximum offering basis. Refer to Item 501(b)(2) of Regulation S-K.
Additionally, please expand your disclosure to include the date the offering will end, any
plans to place funds in escrow, or alternatively, that you have no such plans. Refer to Item
501(b)(8)(iii) of Regulation S-K.

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 Comapany NameAptorum Group Ltd
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Aptorum Group Ltd
August 10, 2018
Page 2
2.We note your disclosure on page 6 and elsewhere that your Class B ordinary shares are
entitled to ten votes per share for any matter submitted for shareholder approval. Please
expand your cover page disclosure to briefly discuss your dual-class structure and the
relative voting rights of your Class A and Class B ordinary shares.
3.We note that there is currently no public market for your Class A ordinary shares, that you
"plan to apply" to have this class listed on the Nasdaq Global Market, and that the offering
is conditioned on the "reasonable expectation" that the shares would qualify for listing.
We further note your disclosure that the selling shareholders may not sell "on any trading
market" until the shares are approved for listing, but that they may sell in negotiated
transactions. Please amend the cover page to indicate that the selling stockholders will sell
the shares at a fixed price until the shares are listed on the Nasdaq and thereafter at
prevailing market prices or privately negotiated prices.
Propsectus Summary
Overview, page 1
4.We note from your disclosure that you have not yet conducted any clinical trials. Terms
such as “award-winning” and "first-in-class" suggest that the product candidates are
effective and likely to be approved. Please delete these references throughout your
registration statement. If your use of these terms was intended to convey your belief that
the products are based on a novel technology or approach and/or is further along in the
development process, you may discuss how your technology differs from technology used
by competitors and that you are not aware of competing products that are further along in
the development process. Statements such as these should be accompanied by cautionary
language that the statements are not intended to give any indication that the product
candidates have been proven effective or that they will receive regulatory approval.
Similarly, please remove the reference to “First-in-Class/Best-in-Class innovations” on
page 62 and the statements concerning the poster award and live demonstration prize on
page 73.
5.We note your disclosure that you may develop formulations of your therapeutic molecules
which may qualify as nutraceuticals or some other product category which may be subject
to less regulation and provide a faster path to revenue generation. Please expand your
disclosure to identify the relevant product candidate(s) and the contingencies to
commercializing such product candidate(s) as nutraceuticals. Alternatively, please delete
this disclosure.
6.We note your disclosure that you determined to pursue projects in your non-therapeutics
segment, such as the AML clinic, to provide some interim revenue. Please balance your
disclosure by quantifying your estimated operating expenses and/or identifying the
relevant factors to achieving profitability at the clinic.

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 Comapany NameAptorum Group Ltd
 August 10, 2018 Page 3
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Aptorum Group Ltd
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Page 3
Aptorum’s Lead Projects, page 2
7.Please expand the number of columns in the development chart so that it includes all
phases of development that must be completed in order to market your products (i.e.,
Phase 2 and 3). Please make similar revisions to the chart on page 65.
8.Please clarify the distinctions between "Target ID & Selection," "Lead Discovery," "Lead
Optimization" and "IND Enabling" and describe the activities conducted at each of these
stages.
9.As you are in the preclinical stage of development, have not completed your preclinical
studies and do not intend to submit an IND application until 2020 or 2021, please revise
your disclosure to avoid characterizing your chart as a "pipeline" chart.
10.We note your disclosure that “preclinical studies of ALS-1 indicate that it inhibits the
replication of influenza virus in vitro with a nanomolar EC50 and protects mice challenged
with lethal doses of avian influenza A H5N1.” Please delete this language or place this
selected information in its full and proper context by providing the specific details and
parameters of the study from which the data was drawn.
11.We note your disclosure on page 3 that “The target site on NP where ALS-1 is acting has
been identified and mechanism established. Animal model efficacy has been
demonstrated, while chemical structures are being optimized” as well as numerous other
statements throughout your registration statement that present your conclusions regarding
the safety and efficacy of your product candidates, which are premature and inappropriate
for you to make as these determinations are within the sole authority of the U.S. Food and
Drug Administration and comparable regulatory bodies. Please revise your disclosure to
remove these statements here and throughout your registration statement.

As a non-exhaustive list of examples only, we note the following statements:
•“NLS-1 is a drug molecule derived from natural products (green tea) which appears to
be effective for the treatment of endometriosis…” on page 4;
•“In an animal study…oral administration of Pro-EGCG exhibits superior efficacy over
other conventional therapeutic agents…” on page 4;
•“Assuming our research continues to generate positive results…” on page 63;
•“According to data in our preclinical studies…ALS-1 outperforms oseltamivir (sold
under the brand name Tamiflu) in cell-based assays and stops virus replication during
the early to late stages of viral infection…” on page 66;
•“EGCG, a naturally occurring molecule occurring extracted from green tea, appears to
be efficacious for the treatment of endometriosis…” on page 68;
•“The target site has been identified and animal efficacy and safety have been
demonstrated…” on page 72; and

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 August 10, 2018 Page 4
 FirstName LastNameIan Huen
Aptorum Group Ltd
August 10, 2018
Page 4
•“We intend to develop SPLS-1 as an alternative treatment for liver cancer, which we
believe will offer improved safety and efficacy…” on page 73.
12.Please remove the graphics from the Summary section and discuss them in the Business
section where appropriate context may be provided.
Our Structure, page 5
13.We note your disclosure that prior to the completion of the offering, and as long as
officers and directors own at least 50% of the voting power of the Company’s outstanding
stock, you will qualify as a “controlled company” under Nasdaq listing rules. Please revise
your disclosure to clarify whether you expect to qualify as a controlled company after the
offering (on a minimum and maximum basis) and if so, please add a related risk factor
discussing the scope of the controlled company exemption from corporate governance
standards.
Our Securities, page 6
14.Please expand your disclosure to discuss the concentration of voting power due to the
ownership of your Class B ordinary shares. Please add related risk factor disclosure
discussing the following risks as they relate to the concentration of ownership of your
Class B common shares:
•Your Class A ordinary shares may be undervalued;
•Your capital structure may have the effect of delaying or preventing a change of
control that shareholders may view as beneficial or result in your Class A shares being
undervalued; and
•Future issuances of your Class B ordinary shares may be dilutive to holders of your
Class A ordinary shares.
Implications of Being an Emerging Growth Company, page 7
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Risk Factors
Risks related to our IP
“A significant portion of our IP portfolio currently comprises pending patent applications and
provisional patents…”, page 23
16.We note your discussion that a significant portion of your IP portfolio includes pending
patent applications and provisional patents that have not yet been issued. Please revise

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 August 10, 2018 Page 5
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Aptorum Group Ltd
August 10, 2018
Page 5
your disclosure to identify the product candidates for which you have obtained patents
versus pending or provisional patents.
Use of Proceeds, page 49
17.Please revise this section so that it provides your intended use of proceeds of the offering
on a minimum and maximum offering basis. Additionally, it appears from your disclosure
that the proceeds from the offering will not be sufficient to complete all of your specified
uses. Please disclose how far in the development you expect to achieve with the proceeds
of this offering and identify the sources of other funds needed to complete development of
your product and device candidates through commercialization, development of your
AML clinic and establishment of your self-owned laboratory. Refer to Instruction 3 to
Item 504 of Regulation S-K.
Capitalization, page 50
18.You indicate that you present capitalization information on an actual, pro forma, and pro
forma as adjusted basis.  However, your table shows columns for actual, as adjusted
(minimum offering amount), and as adjusted (maximum offering amount), which do not
match this description.  Please revise, as necessary.
Dilution, page 51
19.Please disclose the percentage of immediate dilution resulting from the offering.  Refer to
Item 9.E of the instruction to Form 20-F.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations (Successor Basis)
Research and Development Expenses, page 60
20.Please disclose your research and development expense incurred by project.  If you do not
keep track of such costs by project, disclose that fact and the costs incurred by the types of
costs classified as research and development.
Business
Lead Projects and Significant Projects, page 64
21.We note your disclosure that your Project Companies have entered into standard license
agreements with various university and licensing entities customized to the nature of each
project. Given the current stage of development of your product candidates, these
agreements appear to be material. Please expand your disclosure to include the material
terms of these agreements. Additionally, please file these license agreements as exhibits to
the registration statement or tell us why you believe you are not substantially dependent
upon these agreements. Refer to Item 601(b)(10) of Regulation S-K.

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 Comapany NameAptorum Group Ltd
 August 10, 2018 Page 6
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Lead Projects, page 66
22.Please revise your disclosure of your preclinical studies for ALS-1, ALS-4, and NLS-1 to
remove conclusory statements regarding efficacy and to discuss the results in terms of
objective data points. Additionally, please tell us whether the results shown represent
results that were achieved consistently in the preclinical studies, and also explain whether
such studies were powered for statistical significance.
23.Please ensure that the graphics presented are legible and include legends defining
abbreviated terms and that include relevant disclosure so that lay readers will understand
the graphic.
Patent License, page 66
24.Please expand your disclosure concerning the license agreement related to product
candidate ALS-1 to include all material terms, including the following:
•each parties’ rights and obligations;
•financial terms, including potential milestone payments and royalty rate or range not
to exceed ten percent;
•duration of the agreement and royalty term; and
•termination provisions.
Please make similar revisions to the disclosure concerning the license agreements related
to ALS-4 on page 68 and NLS-1 on page 71.  Please also explain what you mean by “ITF
matching scheme” on page 71.
SLS-1: Robotic Catheter Platform..., page 73
25.Please expand to describe the current development stage and regulatory status of this
device.
Intellectual Property, page 74
26.We note your disclosure on page 68 that a U.S. provisional patent has been filed related to
ALS-4.  We note also your disclosure on page 74 that a U.S. provisional patent
application was filed related to VLS-3. Please expand your disclosure to explain what a
provisional patent application is and whether you or another party is actively preparing a
patent application and, if so, when you anticipate filing this application. Please also
include the dates that the provisional patent applications were filed, how the cost of a
patent application, if any, will be funded, and the date that you will lose the filing date
established by the provisional patent application if a patent application is not filed.
27.Please expand your disclosure in the chart on page 75 to include all patents, patent
applications and provisional patents that are material to your business. Refer to Item 4.B.6
of Form 20-F.

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 August 10, 2018 Page 7
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Aptorum Group Ltd
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Page 7
Important Advisors and Consultants to the Company, page 77
28.Please expand your disclosure to identify the services provided by each individual that are
material to your business. To the extent these individuals do not actively provide services
that are material to your business, please remove these biographies or tell us why you
believe it is appropriate to include them.
Government Regulation, page 80
29.We note the only disclosure regarding government regulations specific to medical device
testing and approval is a statement on page 81 that "devices are subject to different forms
of testing and approval" and must satisfy "various FDA requirements in order to be
brought to market."  Please expand to describe the regulations specific to the SLS-1
robotic catheter device.
Appointment Letters, page 101
30.Please revise to describe the material terms of each letter separately as it appears the terms
of the letters were not the same for each officer.  For instance, we note that Dr. Cheng
received a stock bonus of 5% of Aptorum Medica

CORRESP
1
filename1.htm

APTORUM
GROUP LIMITED

17th
Floor, Guangdong Investment Tower

148
Connaught Road Central

Hong
Kong

November
30, 2018

VIA
EDGAR CORRESPONDENCE

Christine
Westbrook

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate and Commodities

100
F Street, N.E.

Mail
Stop 3233

Washington,
DC 20549

    Re:
    Aptorum
    Group Limited

    Registration
        Statement on Form F-1/A (File No. 333-227198)

        REQUEST
        FOR ACCELERATION OF EFFECTIVENESS

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aptorum Group Limited.
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-1/A (the “F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement
become effective at 4:30pm, Eastern Time, on December 3, 2018, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the F-1 Registration Statements in accordance
with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, Hunter Taubman Fischer & Li LLC.

The
Company hereby acknowledges the following:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”),
    acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
    action with respect to the filing;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

If
you have any further questions, please contact Louis Taubman, Esq., at +1 (917) 512-0827, from the Company’s U.S. counsel,
Hunter Taubman Fischer & Li LLC.

    Very truly yours,

    Aptorum Group Limited

    By:
    /s/
        Ian Huen

    Name:
    Ian
Huen

    Title:
    Chief Executive
    Officer

CORRESP
1
filename1.htm

November 30, 2018

VIA EDGAR CORRESPONDENCE

Christine Westbrook

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Mail Stop 3233

Washington, DC 20549

    Re:
    Aptorum Group Limited

        Registration Statement on Form F-1/A (File No. 333-227198)

        REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Boustead Securities, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:30 p.m., Eastern Time, on December 3, 2018, or as soon thereafter as practicable.

The following is supplemental information supplied
under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

 (i) Date of preliminary prospectus: November 15, 2018

 (ii) Dates of distribution: November 15, 2018 to November 30, 2018

 (iii) Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished:
7

 (iv) Number of prospectuses so distributed: 400

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by
participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act
of 1934, as amended, in connection with the above-referenced issue.

Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    CEO

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

November 27, 2018

VIA EDGAR

Keira Nakada

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    Aptorum Group Limited

    Amendment No. 2
to Registration Statement on Form F-1

    Filed November 15,
2018

    File No. 333-227198

Dear Ms. Nakada:

Aptorum Group Limited (“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 26, 2018 regarding our Registration Statement
on Form F-1 (the “Registration Statement”) previously submitted on September 5, 2018 and amended on October 5, 2018
and November 15, 2018 (the “Registration Statement”). For ease of reference, we have repeated the Commission’s
comments in this response and numbered them accordingly. A third amended F-1 submitted publicly accompanying this Response Letter
is referred to as Amendment No. 3 to Form F-1.

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.

Response: In response
to the Staff’s comment, we have included in Amendment No. 3 to Form F-1 a legal opinion addressing all of the securities
being registered as Exhibit 5.1 and a legal opinion addressing the binding obligations of the underwriter warrants under the laws of the
State of New York as Exhibit 5.2.

 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.

Response: In response
to the Staff’s comment, we have included a legal opinion as Exhibit 5.1 to Amendment No. 3 to Form F-1 that does not contain
the limitation mentioned in your comment.

The undersigned hereby
acknowledges that in connection with the Amendment No. 3 filed concurrently with the submission of this response letter, as well
as any previously filed registration statements and the amendments with the Commission:

 ● the
                                         filing person is responsible for the adequacy and accuracy of the disclosure in the filings;

 ● Staff
                                         comments or changes to disclosure in response to Staff comments do not foreclose the
                                         Commission from taking any action with respect to the filings; and

 ● the
                                         filing person may not assert Staff comments as a defense in any proceeding initiated
                                         by the Commission or any person under the federal securities laws of the United States.

We thank the Staff for your review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Hunter Taubman Fischer & Li LLC,
Attention: Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian Huen

        Ian Huen

    CEO

    cc:
    Louis Taubman

    Hunter Taubman Fischer
& Li LLC

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.

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th
Floor, Guangdong Investment Tower

148
Connaught Road Central

Hong
Kong

November 15, 2018

VIA
EDGAR

Keira
Nakada

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Consumer Products

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Re:
    Aptorum
    Group Limited

Amendment
No. 1 to Registration Statement on Form F-1

Filed
October 5, 2018

File
No. 333-227198

Dear
Ms. Nakada:

Aptorum
Group Limited (the “Company,” “Aptorum,” “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 October 11, 2018 regarding our Registration Statement on Form F-1 (the “Registration
Statement”) previously submitted on September 5, 2018 and amended on October 5, 2018 (the “Registration Statement”).
For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly. A second
amended F-1 submitted publicly accompanying this Response Letter is referred to as Form F-1.

Please
note that new language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough
font.

Our
Business

Statistical
Significance, page 82

 1. We
                                         note your response to comment 4 and your disclosure that you do not intend to use for
                                         any regulatory submission the standard of statistical testing that you have employed
                                         to compare different treatment groups. Please revise your disclosure to explain how standards
                                         for statistical significance relate to the U.S. Food and Drug Administration’s
                                         evidentiary standards of efficacy.

Response:
In response to the Staff’s comment, we revised our disclosure as follows:

“Statistical
Significance

The
term statistical significance is to define the probability that a measured difference between two groups (e.g. two treatment groups,
treatment versus control groups) is the result of a real difference in the tested variations and not the result of chance. It
means that the result of a test does not appear randomly or by chance, but because of a specific change that is tested, so it
can be attributed to a specific cause.

The
confidence level indicates to what percentage the test results will not commit a type 1 error, the false positive. A false positive
occurs when a change in the result is due to randomness (or other noise) and not the change in variations. At a 95% confidence
level (p = 0.05), there is a 5% chance that the test results are due to a type 1 error. 95% has become the standard and usually
be the minimum confidence level for the tests. To make the test more stringent, a 99% confidence level (p = 0.01) is also commonly
employed, which means that there is a 5 1% chance that the test results are due to a type 1 error.

In
other words, a p value represents the confidence level. For example, if the p-value for a test is < 0.05, it means that there
is less than 5% chance the difference between two groups is due to random error or by chance. If the p-value is < 0.01, it
means that there is less than 1% chance the difference between two groups is due to random error or by chance.

We
employed statistical testing to compare different treatment groups in animal studies simply for proof of concept and to aid internal
decision making for further development. We do not intend to use this standard for any regulatory submission. The US FDA
or other regulatory agencies may not necessarily employ the same statistical standard to assess the efficacy in clinical trials,
the results of which would be submitted for regulatory approval. Although a p-value of 0.05 has become the standard,
Tthe US FDA or other regulatory agencies may also individualize their efficacy standard for different clinical
programs based on the indications, the purpose of a clinical trial, among others.”

We
thank the Staff for your review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Louis Taubman at ltaubman@htflawyers.com or by telephone at (917) 512-0827.

    /s/ Ian
        Huen

    Ian
        Huen

        CEO

    cc:
    Louis Taubman

Hunter
Taubman Fischer & Li LLC

October 11, 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.1 to Registration Statement on Form F-1
Filed October 5, 2018
File No. 333-227198
Dear Mr. Huen:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 20, 2018 letter.
Amendment No. 1 to Form F-1 filed on October 5, 2018
Our Business
Statistical Significance, page 82
1.We note your response to comment 4 and your disclosure that you do not intend to use for
any regulatory submission the standard of statistical testing that you have employed to
compare different treatment groups. Please revise your disclosure to explain how
standards for statistical significance relate to the U.S. Food and Drug Adminstration’s
evidentiary standards of efficacy.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 October 11, 2018 Page 2
 FirstName LastName
Ian Huen
Aptorum Group Ltd
October 11, 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.

CORRESP
1
filename1.htm

APTORUM
GROUP LIMITED

17th
Floor, Guangdong Investment Tower

148
Connaught Road Central

Hong
Kong

October
5, 2018

VIA
EDGAR

Keira
Nakada

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Consumer Products

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Re:
    Aptorum Group Limited

Registration
Statement on Form F-1

September
5, 2018

File
No. 333-227198

Dear
Ms. Nakada:

Aptorum
Group Limited (the “Company,” “Aptorum,” “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 September 20, 2018 regarding our Registration Statement on Form F-1 (the “Registration
Statement”) previously submitted on September 5, 2018. For ease of reference, we have repeated the Commission’s comments
in this response and numbered them accordingly. An amended F-1 submitted publicly accompanying this Response Letter is referred
to as Form F-1.

Please
note that new language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough
font.

Registration
Statement on Form F-1 filed September 5, 2018

Cover
page

 1. We
                                         note your response to comment 1, which we reissue in part. You continue to reference
                                         a minimum and maximum dollar amount of offered securities. Please amend your prospectus
                                         cover page to state the volume of securities being offered on a minimum and maximum offering
                                         basis. Refer to Item 501(b)(2) of Regulation S-K.

Response:
In response to the Staff’s comment, we updated the information on the prospectus cover page to state the volume of securities
being offered on a minimum and maximum offering basis.

 2. Please
                                         expand your revisions in response to prior comment 3 to disclose what the selling shareholders'
                                         fixed price will be. If it will be the same as the primary offering price, please revise
                                         to so state.

Response:
In response to the Staff’s comment, we disclosed that the selling shareholders’ fixed price is
equal to the Offering Price until the Class A Ordinary Shares are listed on NASDAQ and thereafter, the Selling Shareholders
will be able to sell their Class A Ordinary Shares at prevailing market prices or privately negotiated prices.

    1

Prospectus
Summary

Aptorum's
Lead Projects

ALS-1:
Small molecule intended for the treatment of viral infections caused by Influenza virus A, page 3

 3. We
                                         note your response to comment 10 and your revised disclosure stating your belief that
                                         “it is unlikely that ALS-1 will experience the resistance developed by the viruses
                                         against  the existing anti-viral therapy.” As you have not yet conducted any
                                         clinical studies, it is premature for you imply that ALS-1 will be effective. Please
                                         remove this statement. Similarly, please remove the disclosure on page 4 stating your
                                         belief that ALS-4 is “less likely to be susceptible to antibiotic resistance.”

Response:
Pursuant to the Staff’s comment, we removed the noted language.

NLS-1:
A Derivative of Epigallocatechin-3-Gallate (“Pro-EGCG”) for the treatment of Endometriosis, page
5

 4. We
                                         note your response to comment 11, which we reissue in part. Please remove your conclusion
                                         that studies of EGCG for the treatment of endometriosis have produced “encouraging
                                         results.” Additionally, please move the discussion of p-values observed to the
                                         Business section and expand your disclosure to explain how p-values are used to measure
                                         statistical significance and how they relate to the U.S. Food and Drug Administration’s
                                         evidentiary standards of efficacy. Additionally, please revise your discussion of preclinical
                                         studies of NLS-1 stating that it “prevents the progression of fibrosis” and
                                         “reduced lesion size significantly better that EGCG and other hormone- based therapy”
                                         to remove these conclusions regarding the efficacy of NLS-1. We will not object to a
                                         discussion of objective data points in the Business section.

Response:
In response to the Staff’s comment, we removed and revised the noted language. With regards to p-values, we added the
following section to the Business section of the amendment:

P.
82

“Statistical
Significance

The
term statistical significance is to define the probability that a measured difference between two groups (e.g. two treatment groups,
treatment versus control groups) is the result of a real difference in the tested variations and not the result of chance. It
means that the result of a test does not appear randomly or by chance, but because of a specific change that is tested, so it
can be attributed to a specific cause.

The
confidence level indicates to what percentage the test results will not commit a type 1 error, the false positive. A false
positive occurs when a change in the result is due to randomness (or other noise) and not the change in variations. At a 95%
confidence level (p = 0.05), there is a 5% chance that the test results are due to a type 1 error. 95% has become the
standard and usually be the minimum confidence level for the tests. To make the test more stringent, a 99% confidence level
(p = 0.01) is also commonly employed, which means that there is a 5% chance that the test results are due to a type 1
error.

    2

In
other words, a p value represents the confidence level. For example, if the p-value for a test is < 0.05, it means that there
is less than 5% chance the difference between two groups is due to random error or by chance. If the p-value is < 0.01, it
means that there is less than 1% chance the difference between two groups is due to random error or by chance.

We
employed statistical testing to compare different treatment groups in animal studies simply for proof of concept and to aid further
development. We do not intend to use this standard for any regulatory submission. The US FDA or other regulatory agencies may
not necessarily employ the same statistical standard to assess the efficacy in clinical trials, the results of which would be
submitted for regulatory approval. The US FDA or other regulatory agencies may also individualize their efficacy standard for
different clinical programs based on the indications, the purpose of a clinical trial, among others.”

Capitalization,
page 54

 5. We
                                         reissue our prior comment 18 since it does not appear that you have revised your capitalization
                                         table.

Response:
In response to the Staff’s comment, we revised our capitalization table to include a column reflecting our capitalization
on a pro forma basis to give effect to the issuance of 22,437,754 Class A Ordinary Shares issuable upon conversion of the Class
B Ordinary Shares.

The
revised capitalization section is provided below for your convenience.

“The
following table presents our capitalization as of June 30, 2018:

    ●
    on
    an actual basis (column 1);

    ●
    on
    a pro forma basis, to give effect to the issuance of 22,437,754 Class A Ordinary Shares issuable upon conversion
    of the Class B Ordinary Shares; (See “Transactions with Related Persons”) (column 2); and

    ●
    on
a pro forma as-adjusted basis, to give effect and the issuance of 1,290,323 Class A Ordinary Shares in this Offering
and the issuance of 234,648 Class A Ordinary Shares1 as a result of the automatic conversion of the Notes
issued in the Series A Note Offering, each at an assumed price to the public of $15.5 per share, the midpoint of
the price range set forth on the cover page of this prospectus after deducting underwriting discounts and commissions and estimated
offering expenses, and the issuance of 125,681 Class A Ordinary Shares as a result of the automatic partial conversion
of the Bond (columns 3 and 4).

1
Pursuant to the terms of the Note,
no fractional shares or securities shall be issued upon conversion of the Note; in lieu thereof, the Company shall pay an amount
equal to the product obtained by multiplying the applicable Conversion Price in such conversion, by the fraction of a share or
such other security not issued pursuant to the previous sentence. Accordingly, full conversion of the Notes would result in the
issuance of an aggregate of 234,648 Class A Ordinary Shares and $100.64, based on a conversion price of $6.82 per share.

    3

This
table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and our financial statements, consolidated financial statements and related notes included elsewhere in this
prospectus.

    June
    30, 2018

    1
    2
    3
    4

    Actual
    Pro
    Forma
    As
    adjusted
 (Minimum
 offering amount)
    As
    adjusted
 (Maximum
 offering amount)

    US$
    US$
    US$
    US$

    Equity

    Class
    A Ordinary Shares
      5,426,381
      27,864,135
      28,869,625
      30,159,948

    Class
    B Ordinary Shares
      22,437,754
      -
      -
      -

    Additional
    paid-in capital(1)
      5,346,129
      5,346,129
      16,440,941
      33,150,618

    Accumulated
    other comprehensive loss
      (545,642 )
      (545,642 )
      (545,642 )
      (545,642 )

    Accumulated
    deficit
      (8,035,834 )
      (8,035,834 )
      (8,035,834 )
      (8,035,834 )

    Non-controlling
    interests
      (113,341 )
      (113,341 )
      (113,341 )
      (113,341 )

    Total
    equity
      24,515,447
      24,515,447
      36,615,749
      54,615,749

    Total
    capitalization
      24,515,447
      24,515,447
      36,615,749
      54,615,749

 (1) Pro
forma additional paid-in capital reflects the net proceeds we expect to receive, after deducting underwriting fee, underwriters
expense allowance and other expenses. We expect to receive net proceeds of (a) approximately $9,000,000 if minimum
offering is raised or (b) approximately $27,000,000 if maximum offering is raised).

The
information above is illustrative only and our capitalization following the completion of this Offering and the Series A Note
Offering will be adjusted based on the actual initial public offering price and other terms of this Offering determined at pricing.

A
$1.00 increase (decrease) in the assumed initial public offering price of $15.5 per Class A Ordinary Share, the
midpoint of the estimated price range shown on the cover page of this prospectus, would increase (decrease) the amount of cash
and cash equivalents, additional paid-in capital, total (deficit) equity and total capitalization on a pro forma as adjusted basis
by approximately $1.16 million, assuming the number of Class A Ordinary Shares offered by us, as set forth on the
cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering
expenses payable by us. Similarly, each increase (decrease) of 100,000 Class A Ordinary Shares offered by us would
increase (decrease) cash and cash equivalents, total (deficit) equity and total capitalization on a pro forma as adjusted basis
by approximately $1.40 million, assuming the assumed initial public offering price remains the same, and after deducting
underwriting discounts and commissions and estimated offering expenses payable by us.

    4

Business

Lead
Projects

ALS-1:
Small molecule intended for the treatment of viral infections caused by Influenza virus A, page 70

 6. We
                                         note your response to comment 22. Please expand your disclosure to briefly explain EC50.
                                         Additionally, please remove your conclusion that the “animal study results strongly
                                         suggest that ALS-1 protected mice against hypervirulent influenza A H5N1 virus in vivo.”
                                         Please also expand your disclosure on page 72 to briefly explain IC50.

Response:
We revised the disclosure in the Amendment as per the Staff’s comment. In addition to removing the noted language, we
included the following regarding IC50 on the pages noted; reference to EC50 was a typo and reference to
same has been revised to IC50.

Page
73:

“It
is our hypothesis that Influenza A NP is an essential protein for the proliferation of the influenza virus. ALS-1 targets NP and
triggers the aggregation of NP and this prevents the aggregated NP from entering the nucleus. In a paper published by the inventor,
Prof. Richard Kao, in Nature Biotechnology (28 (6): 600, 2010), ALS-1 inhibited infection of MDCK cells by the Influenza A/WSN/33,
H3N2 (clinical isolate) and Vietnam/1194/04 (H5N1) viruses with an ECIC50 (IC50
is defined as the concentration of a drug which inhibits half of the maximal response of a biochemical process. In
this case, inhibition of the growth of PFU = plaque-forming units is the response) of 0.069 ± 0.003 μM, 0.16
± 0.01 μM and 0.33 ± 0.04 μM in plaque reduction assay (PRA), respectively (Figure 1A). In this study, oseltamivir
(sold under the brand name Tamiflu®) was also included as a control. In this cell culture, ALS-1 outperformed oseltamivir
with a lower IC50 (Figure 1A). ALS-1 inhibited viral growth even when added within 6 hours after infection of the MDCK
cells with the virus (Figure 1B), indicating that the antiviral activities of ALS-1 arise from post-entry and post-nuclear events,
suggesting that multiple processes involving NP may be affected, although only the nuclear import process of NP can be readily
observed.”

Page
75:

“In a recent
publication by the inventor, Prof. Richard Kao, in mBio (8(5): e01224, 2017), ALS-4 demonstrates potent activity against Staphylococcus
aureus pigment formation in vitro, as indicated in Figure 2A, with an IC50 equal to 300 nM (Figure 2B).(IC50
is defined as the concentration of a drug which inhibits half of the maximal response of a biochemical process. In
this case, inhibition of the formation of the golden pigment is the response) equal to 300 nM (Figure 2B). In addition,
ALS-4 exhibits low cytotoxicity in MDCK, Vero, A549, Huh-7, or 293T cells, with 50% toxic concentrations higher than 500 µM.”

Patent
License, page 71

 7. We
                                         note your response to comment 24, which we reissue in part as it does not appear that
                                         you have disclosed the aggregate regulatory development and aggregate sales milestones
                                         payable under the license agreement. Please revise here and make similar revisions concerning
                                         the license agreement related to each of ALS-4 discussed on page 74 and NLS-1 discussed
                                         on page 79.

Response: In response
to the Staff’s comment, we disclosed the aggregate regulatory development and aggregate sales milestones payable under the
license agreements. Examples of this disclosu

September 20, 2018
Ian Huen
Chief Executive Officer
Aptorum Group Ltd
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong
Re:Aptorum Group Ltd.
Registration Statement on Form F-1
Filed September 5, 2018
File No. 333-227198
Dear Mr. Huen:
            We have reviewed your 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.
Registration Statement on Form F-1 filed September 5, 2018
Cover page
1.We note your response  to comment 1, which we reissue in part. You continue to
reference a minimum and maximum dollar amount of offered securities. Please amend
your prospectus cover page to state the volume of securities being offered on a minimum
and maximum offering basis. Refer to Item 501(b)(2) of Regulation S-K.
2.Please expand your revisions in response to prior comment 3 to disclose what the selling
shareholders' fixed price will be.  If it will be the same as the primary offering price,
please revise to so state.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 September 20, 2018 Page 2
 FirstName LastNameIan Huen
Aptorum Group Ltd
September 20, 2018
Page 2
Prospectus Summary
Aptorum's Lead Projects
ALS-1: Small molecule intended for the treatment of viral infections caused by Influenza virus
A, page 3
3.We note your response to comment 10 and your revised disclosure stating your belief that
“it is unlikely that ALS-1 will experience the resistance developed by the viruses against
the existing anti-viral therapy.” As you have not yet conducted any clinical studies, it is
premature for you imply that ALS-1 will be effective. Please remove this statement.
Similarly, please remove the disclosure on page 4 stating your belief that ALS-4 is “less
likely to be susceptible to antibiotic resistance.”
NLS-1: A Derivative pf Epigallocatechin-3-Gallate (“Pro-EGCH”) for the treatment of
Endometriosis, page 5
4.We note your response to comment 11, which we reissue in part. Please remove your
conclusion that studies of EGCG for the treatment of endometriosis have produced
“encouraging results.” Additionally, please move the discussion of p-values observed to
the Business section and expand your disclosure to explain how p-values are used to
measure statistical significance and how they relate to the U.S. Food and Drug
Administration’s evidentiary standards of efficacy. Additionally, please revise your
discussion of preclinical studies of NLS-1 stating that it “prevents the progression of
fibrosis” and “reduced lesion size significantly better that EGCG and other hormone-
based therapy” to remove these conclusions regarding the efficacy of NLS-1. We will not
object to a discussion of objective data points in the Business section.
Capitalization, page 54
5.We reissue our prior comment 18 since it does not appear that you have revised your
capitalization table.
Business
Lead Projects
ALS-1: Small molecule intended for the treatment of viral infections caused by Influenza virus
A, page 70
6.We note your response to comment 22. Please expand your disclosure to briefly explain
EC50. Additionally, please remove your conclusion that the “animal study results strongly
suggest that ALS-1 protected mice against hypervirulent influenza A H5N1 virus in vivo.”
Please also expand your disclosure on page 72 to briefly explain IC50.

 FirstName LastNameIan Huen
 Comapany NameAptorum Group Ltd
 September 20, 2018 Page 3
 FirstName LastName
Ian Huen
Aptorum Group Ltd
September 20, 2018
Page 3
Patent License, page 71
7.We note your response to comment 24, which we reissue in part as it does not appear that
you have disclosed the aggregate regulatory development and aggregate sales milestones
payable under the license agreement. Please revise here and make similar revisions
concerning the license agreement related to each of ALS-4 discussed on page 74
and NLS-1 discussed on page 79.
Notes to Consolidated Financial Statements (Successor Basis)
14. Summary of Significant Accounting Policies
Intangible Assets, page F-37
8.Refer to your response to comment 36.  We believe that the aggregate amount of the
milestone obligations and the description of the events that would trigger these milestones
are significant terms of an agreement that should be disclosed.  Please revise your
disclosures accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

APTORUM GROUP LIMITED

17th Floor, Guangdong Investment
Tower

148 Connaught Road Central

Hong Kong

September 5, 2018

VIA EDGAR

Keira Nakada

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

    Re:
    APTORUM GROUP LIMITED

Draft Registration Statement on

Form F-1 Submitted July 13, 2018

CIK No. 0001734005

Dear Ms. Nakada:

Aptorum Group Limited
(the “Company”, “Aptorum,” “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 August 10, 2018 regarding our Registration Statement on Form F-1 (the “Registration
Statement”) previously submitted on July 13, 2018 in confidentiality. For ease of reference, we have repeated the Commission’s
comments in this response and numbered them accordingly. An amended F-1 submitted publicly accompanying this Response Letter is
referred to as Form F-1.

Please note that new
language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized font;
any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

Draft Registration Statement on Form F-1 Submitted July
13, 2018

Cover Page

    1.
    Please amend your prospectus cover page to state the volume of securities being offered on a minimum and maximum offering basis. Refer to Item 501(b)(2) of Regulation S-K. Additionally, please expand your disclosure to include the date the offering will end, any plans to place funds in escrow, or alternatively, that you have no such plans. Refer to Item 501(b)(8)(iii) of Regulation S-K.

Response: We updated the
cover page of Form F-1 in response to the Staff’s comment. Please note that as of the date of this Form F-1 we have not yet
determined a minimum or maximum offering amount, or the offering period. We plan to have the funds from the offering to be held
in an escrow account and such arrangement has been included in the front cover page of the prospectus with more details (such as
the name of the escrow agent) to be filled in once definitive arrangements have been made.

    1

    2.
    We note your disclosure on page 6 and elsewhere that your Class B ordinary shares are entitled to ten votes per share for any matter submitted for shareholder approval. Please expand your cover page disclosure to briefly discuss your dual-class structure and the relative voting rights of your Class A and Class B ordinary shares.

Response: In response to
the Staff’s comment, we added the following language to the cover page of Form F-1:

“Our
authorized share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. As of the date of the prospectus,
we have 60,000,000 Class A Ordinary Shares, par value $1.00 each and 40,000,000 Class B Ordinary Shares, par value $1.00 each,
authorized, among which, 5,426,381 Class A Ordinary Shares and 22,437,754 Class B Ordinary Shares are issued and outstanding, respectively.
Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In
respect of matters requiring a shareholder vote, each Class A Ordinary Share will be entitled to one vote and each Class B Ordinary
Share will be entitled to ten votes. The Class A Ordinary Shares are not convertible into shares of any other class. The Class
B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one
to one basis.”

    3.
    We note that there is currently no public market for your Class A ordinary shares, that you “plan to apply” to have this class listed on the Nasdaq Global Market, and that the offering is conditioned on the “reasonable expectation” that the shares would qualify for listing. We further note your disclosure that the selling shareholders may not sell “on any trading market” until the shares are approved for listing, but that they may sell in negotiated transactions. Please amend the cover page to indicate that the selling stockholders will sell the shares at a fixed price until the shares are listed on the Nasdaq and thereafter at prevailing market prices or privately negotiated prices.

Response: Pursuant to the
Staff’s comment, we added the requested language on the cover page of Form F-1.

Prospectus Summary

Overview, page 1

    4.
    We note from your disclosure that you have not yet conducted any clinical trials. Terms such as “award-winning” and “first-in-class” suggest that the product candidates are effective and likely to be approved. Please delete these references throughout your registration statement. If your use of these terms was intended to convey your belief that the products are based on a novel technology or approach and/or is further along in the development process, you may discuss how your technology differs from technology used by competitors and that you are not aware of competing products that are further along in the development process. Statements such as these should be accompanied by cautionary language that the statements are not intended to give any indication that the product candidates have been proven effective or that they will receive regulatory approval. Similarly, please remove the reference to “First-in-Class/Best-in-Class innovations” on page 62 and the statements concerning the poster award and live demonstration prize on page 73.

Response:
Pursuant to the Staff’s comment, we revised our language to remove references to First-in-class/Best-in-class status, as
well as the statements concerning all the awards in the prospectus.

    2

    5.
    We note your disclosure that you may develop formulations of your therapeutic molecules which may qualify as nutraceuticals or some other product category which may be subject to less regulation and provide a faster path to revenue generation. Please expand your disclosure to identify the relevant product candidate(s) and the contingencies to commercializing such product candidate(s) as nutraceuticals. Alternatively, please delete this disclosure.

Response: Pursuant to the
Staff’s comment we decided to delete the disclosure at issue. Although we may develop formulations of our therapeutic molecules
that may qualify as nutraceuticals or some other product category in the future, currently we do not have any definitive plan to
do so.

    6.
    We note your disclosure that you determined to pursue projects in your non-therapeutics segment, such as the AML clinic, to provide some interim revenue. Please balance your disclosure by quantifying your estimated operating expenses and/or identifying the relevant factors to achieving profitability at the clinic.

Response:
Pursuant to the Staff’s comment, we added the bolded language as follows to page 2 of Form F-1:

“Non-Therapeutics
Segment. The non-therapeutics segment (“Aptorum Non-Therapeutics Group”) encompasses two businesses:
(i) the development of surgical robotics and medical devices and (ii) AML Clinic. The development of surgical robotics and medical
devices business is operated through Signate Life Sciences Limited, a subsidiary of Aptorum Therapeutics Limited. The outpatient
clinic is operated through our subsidiary, Aptorum Medical Limited. Effective as of March 2018, we leased office space in Central
Hong Kong as the home to our medical clinic (“AML Clinic”). AML Clinic has commenced operations under the name of Talem
Medical in June 2018. The estimated operating expenses under full capacity operation is to be no more than USD 90,000 per
month. The clinic is expected to reach operating profit in 18 months from the clinic reaching its full operating capacity upon
(i) the successful recruitment of a minimum of six full time physicians (AML Clinic currently has two full time physicians)
and (ii) establishing steady patients flow via brand development. (See “Our Business – Lead Projects and Other
Significant Projects – Other Significant Projects – Aptorum Medical Limited - AML Clinic”)”

    3

Aptorum’s Lead Projects, page 2

    7.
    Please expand the number of columns in the development chart so that it includes all phases of development that must be completed in order to market your products (i.e., Phase 2 and 3). Please make similar revisions to the chart on page 65.

Response: Pursuant to the
Staff’s comment, we expanded the referenced tables to include all phases of development.

    8.
    Please clarify the distinctions between “Target ID & Selection,” “Lead Discovery,” “Lead Optimization” and “IND Enabling” and describe the activities conducted at each of these stages.

Response:
Pursuant to the Staff’s comment, we added the following disclosure to clarify the differences between the referenced phrases
on page 68 of Form F-1:

“Target Identification
& Selection: The target is the naturally existing cellular or modular structure that appears to have an important role in a
particular disease pathway and will be targeted by the drug that will subsequently be developed. Target validation techniques for
different disease areas can be very different but typically include from in vitro and in silico methods through to the use of whole
animal models.

Lead Discovery: Following
“Target Identification & Selection,” compound screening assays are developed as part of the Lead Discovery. ‘Lead’
molecules can mean slightly different things to different researches or companies, but in this Registration Statement, we refer
to Lead Discovery as the process of identifying one or more small molecules with the desired activity against the identified targets.
Leads can be identified through one or more approaches, which can depend on the target and what, if any, previous knowledge exists.

Lead Optimization: In this
stage of the drug discovery process, the aim is to produce a preclinical drug candidate by maintaining the desired and favorable
properties in the lead compounds, while repairing or reducing deficiencies in their structures. For example, to optimize the chemical
structures to improve, among others, efficacy, reduce toxicity, improve metabolism, absorption and pharmacokinetic properties.

IND-Enabling Studies: Includes
all the essential studies such as GLP toxicology studies, pharmacology and efficacy, pharmacokinetics, in vitro metabolism, CMC
studies, and the data of which are used for IND submission.”

    9.
    As you are in the preclinical stage of development, have not completed your preclinical studies and do not intend to submit an IND application until 2020 or 2021, please revise your disclosure to avoid characterizing your chart as a “pipeline” chart.

Response: Pursuant to the
Staff’s comment, we no longer refer to the chart as a “pipeline” chart and we have also revised related disclosure
to reflect the same.

    4

    10.
    We note your disclosure that “preclinical studies of ALS-1 indicate that it inhibits the replication of influenza virus in vitro with a nanomolar EC50 and protects mice challenged with lethal doses of avian influenza A H5N1.” Please delete this language or place this selected information in its full and proper context by providing the specific details and parameters of the study from which the data was drawn.

Response:
Pursuant to the Staff’s comment we revised the subject disclosure as set forth below on page 2 of
Form F-1. As this is only the summary section, we only provided a brief summary of the related issue.

“ALS-1: Small molecule
intended for the treatment of viral infections caused by Influenza virus A

Professor Richard Kao (Inventor
of ALS-1, Founder and Principal Investigator of Acticule) was the first to identify nucleoprotein (“NP”) as an effective
drug target (Nature Biotechnology. 28:600-605) for the treatment of viral infections caused by Influenza virus A. It is hypothesized
that influenza A NP is an essential protein for the proliferation of the influenza virus. ALS-1 is a novel small drug molecule
which targets viral NP and triggers the aggregation of NP, which prevents the aggregated NP from entering the nucleus. ALS-1 is
designed to target a broad range of NP variants and we believe it is unlikely that ALS-1 will experience the resistance developed
by the viruses against the existing anti-viral therapy. We are exploring ALS-1 as a potential treatment for viral infections caused
by Influenza virus A. It is currently at the Lead Optimization Stage to optimize its drug-like properties.

ALS-1
is a novel small drug molecule which targets viral nucleoprotein (“NP”). It is our hypothesis that influenza A NP is
an essential protein for the proliferation of the influenza virus. ALS-1 targets NP and triggers the aggregation of NP and this
prevents the aggregated NP from entering the nucleus. Our preclinical studies of ALS-1 indicate that it inhibits the replication
of influenza virus in vitro with a nanomolar EC50 and protects mice challenged with lethal doses of avian influenza
A H5N1. Meanwhile, ALS-1 is designed to target a broad range of NP variants and may have the potential to overcome drug resistance.
Professor Richard Kao (Inventor of ALS-1, Founder and Principal Investigator of Acticule) was the first to identify NP as an effective
drug target (Nature Biotechnology. 28:600-605). Since there is no NP inhibitor on the market yet, we believe that ALS-1 has the
potential to be a First-in-Class drug for treating viral infections caused by Influenza virus A.”

    5

    11.
    We note your disclosure on page 3 that “The target site on NP where ALS-1 is acting has been identified and mechanism established. Animal model efficacy has been demonstrated, while chemical structures are being optimized” as well as numerous other statements throughout your registration statement that present your conclusions regarding the safety and efficacy of your product candidates, which are premature and inappropriate for you to make as these determinations are within the sole authority of the U.S. Food and Drug Administration and comparable regulatory bodies. Please revise your disclosure to remove these statements here and throughout your registration statement.

As a non-exhaustive list of examples
only, we note the following statements:

    ●
    “NLS-1 is a drug molecule derived from natural products (green tea) which appears to be effective for the treatment of endometriosis…” on page 4;

    ●
    “In an animal study…oral administration of Pro-EGCG exhibits superior efficacy over other conventional therapeutic agents…” on page 4;

    ●
    “Assuming our research continues to generate positive results…” on page 63;

    ●
    “According to data in our preclinical studies…ALS-1 outperforms oseltamivir (sold under the brand name Tamiflu) in cell-based assays and stops virus replication during the early to late stages of viral infection…” on page 66;

    ●
    “EGCG, a naturally occurring molecule occurring extracted from green tea, appears to be efficacious for the treatment of endometriosis…” on page 68;

    ●
    “The target site has been identified and animal efficacy and safety have been demonstrated…” on page 72; and

    ●
    “We intend to develop SPLS-1 as an alternative treatment for liver cancer, which we believe will offer improved safety and efficacy…” on page 73.

Response: We revised our
disclosure in Form F-1 pursuant to the Staff’s comment. As examples, here is how we revised the examples provided in the
Staff’s comment:

    ●
    “NLS-1 is a drug molecule derived from natural products (green tea) which appears to be effective for the treatment of endometriosis…” on page 4 has been revised as follows;

“NLS-1,
a drug molecule derived from natural products (green tea), is currently under development for the treatment of endometriosis…”
(see Page 5)

    ●
    “In an animal study…oral