URF Holding Group Limited entered into a non-binding Letter of Intent and Term Sheet to acquire Aptorum Group Limited (NasdaqGM:APM) for $40 million in a reverse merger transaction on March 27, 2023. As consideration for the acquisition transaction, Aptorum will issue such number of Aptorum's Class A shares to URF Holding's shareholders corresponding to the higher of (i) Aptorum of $40 million of pre-acquisition valuation or (ii) a share of 15% of the fully diluted capital of the combined business on a pre-money basis.

The transaction is subject to, among other things, the execution of a mutually agreeable definitive agreement, completion of due diligence, fairness opinions, approval by the URF Holding's Board of Directors and shareholders, completion of audit of URF Holding's financial statements of the last two fiscal years including year ended 31 December 2021 and 31 December 2022; Receipt of all governmental, regulatory and third party requisite approvals and consents, Simultaneous consummation of certain disposition of its existing life sciences business of the Aptorum prior to the completion of the acquisition; Nasdaq's approvals of the initial listing application for the post-Acquisition, conversion of any outstanding Class B shares to Class A shares of Aptorum upon completion of the Acquisition with the Class A shares remain to be the listed class of shares on Nasdaq. The transaction is expected to close by September 30, 2023.