YOOV Group Holding Limited entered into a entered into an Agreement and Plan of Merger to acquire Aptorum Group Limited for $250 million in a reverse merger transaction.

YOOV Group Holding Limited entered into a entered into an Agreement and Plan of Merger to acquire Aptorum Group Limited (NasdaqGM:APM) for $250 million in a reverse merger transaction on March 1, 2024. Aptorum agreed to issue Class A ordinary shares, and Class B ordinary shares, to YOOV's shareholders. The total number of ordinary shares of Aptorum to be issued in the merger equals the number of aggregate fully diluted shares of YOOV multiply by the "Conversion Ratio." The Conversion Ratio is calculated by dividing (i) Aptorum's outstanding Class A ordinary shares and Class B ordinary shares multiplied by nine (ii) by the aggregate fully diluted shares of YOOV. Upon completion of the Merger, the existing Aptorum shareholders and existing YOOV shareholders expect to own approximately 10% and 90%, respectively, of the outstanding shares of the combined company. Upon termination, YOOV shall reimburse Aptorum 90% of all expenses actually incurred by YOOV and Merger Sub in connection with the Proposed Transactions, not exceeding $1,000,000. Such reimbursement shall occur promptly within 30 days upon demand by Aptorum, except if termination arises from Force Majeure.

The Merger Agreement was unanimously approved by Aptorum?s and YOOV?s boards of directors, respectively. The closing of the Merger is subject to satisfaction or waiver of certain conditions including, but not limited to obtaining the approval by the shareholders of Aptorum and YOOV of the matters required under the Merger Agreement; approval of the Initial Listing Application by Nasdaq; delivery of legal opinions from British Virgin Islands counsel and Cayman Islands counsel and Hong Kong counsel of YOOV to Aptorum; delivery of a fairness opinion by Colliers International (Hong Kong) Limited to the Board of Aptorum to the effect that (subject to various qualifications and assumptions) that merger consideration the total Class A ordinary shares and Class B ordinary shares to be issued to YOOV's shareholders) is fair, from a financial point of view (based on the conclusion that the equity value of YOOV is no less than $250 million), to the shareholders of Aptorum; availability of audited financial statements for YOOV and its Subsidiaries; and fully executed lock-up agreement and support agreement by Aptorum and YOOV.