* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed”
for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the Notes).
CUSIP
Number: G6096M106
(1)
|
Name
of Reporting Persons: Jurchen Investment Corporation (“
Jurchen
”)
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S.S.
or I.R.S. Identification Nos. of above persons:
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(2)
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
|
☐
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(b)
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☐
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(3)
|
SEC
Use Only
|
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(4)
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Source
of Funds (See Instructions)
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OO
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(5)
|
Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship
or Place of Organization:
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British
Virgin Islands
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(7)
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Sole
Voting Power:
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Number
of
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Shares
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(8)
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Shared
Voting Power:
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Beneficially
|
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Owned
By
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162,399,298 (1)
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Each
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(9)
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Sole
Dispositive Power:
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Reporting
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Person
With
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(10)
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Shared
Dispositive Power:
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162,399,298 (1)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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162,399,298(1)
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(12)
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐
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(13)
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Percent
of Class Represented by Amount in Row (11):
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70.33%
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(14)
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Type
of Reporting Person (See Instructions):
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CO
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(1)
|
This includes 1,784,608 Class A Ordinary Shares and 16,061,469 Class B Ordinary Shares owned by
Jurchen. The Class B Ordinary Shares vote on a one for ten basis; accordingly, Jurchen is entitled to an aggregate of 162,399,298
votes as indicated above. The Reporting Person maintains the right to convert its Class B Ordinary Shares into Class A Ordinary
Shares at any time, in its sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares
will retain the same one for one voting power as all other Class A Ordinary Shares.
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(2)
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Represents the voting power with respect to all of our Class A Ordinary Shares and Class B Ordinary Shares,
voting as a single class. Accordingly, the percentage is based on the aggregate voting rights under 6,537,269 Class A Ordinary
Shares and 22,437,754 Class B Ordinary Shares (such Class B Ordinary Shares are entitled to 224,377,540 votes) issued and outstanding
as of April 18, 2019.
|
CUSIP
Number: G6096M106
(1)
|
Name
of Reporting Persons: Ian Huen (“
Ian
”)
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S.S. or I.R.S. Identification Nos. of above persons:
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
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(a)
|
☐
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(b)
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☐
|
(3)
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SEC Use Only
|
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|
|
|
(4)
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Source of Funds (See Instructions)
|
|
|
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OO
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(5)
|
Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐
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(6)
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Citizenship or Place of Organization:
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Hong Kong
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(7)
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Sole Voting Power:
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Number of
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|
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0
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Shares
|
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(8)
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Shared Voting Power:
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Beneficially
|
|
|
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Owned By
|
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162,399,298 (1)
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Each
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(9)
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Sole Dispositive Power:
|
Reporting
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Person With
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0
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(10)
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Shared Dispositive Power:
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162,399,298 (1)
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
|
|
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162,399,298(1)
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(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐
|
|
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|
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(13)
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Percent of Class Represented by Amount in Row (11):
|
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70.33%
|
(14)
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Type of Reporting Person (See Instructions):
|
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IN
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(1)
|
This includes (i) 1,784,608 Class A Ordinary Shares and 16,061,469 Class B Ordinary Shares owned by Jurchen,
which is wholly-owned by Ian and whose principal office address is at 17th Floor, Guangdong Investment Tower, 148 Connaught Road
Central, Hong Kong located. The Class B Ordinary Shares vote on a one for ten basis; accordingly, Ian is deemed to control an aggregate
of 162,399,298votes through Jurchen. The Reporting Person maintains the right to convert its Class B Ordinary Shares into Class
A Ordinary Shares at any time, in its sole discretion, on a one for one basis; following such conversion, the resulting Class A
Ordinary Shares will retain the same one for one voting power as all other Class A Ordinary Shares
|
(2)
|
Represents the voting power with respect to all of our Class A Ordinary Shares and Class B Ordinary Shares,
voting as a single class. Accordingly, the percentage is based on the aggregate voting rights under 6,537,269 Class A Ordinary
Shares and 22,437,754 Class B Ordinary Shares (such Class B Ordinary Shares are entitled to 224,377,540 votes) issued and outstanding
as of April 18, 2019.
|
CUSIP
Number: G6096M106
(1)
|
Name
of Reporting Persons: Sui Fong Isabel Huen Ng (“
Isabel
”)
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S.S. or I.R.S. Identification Nos. of above persons:
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions)
|
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(a)
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☐
|
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(b)
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☐
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(3)
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SEC Use Only
|
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(4)
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Source of Funds (See Instructions)
|
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OO
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(5)
|
Check if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e) ☐
|
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(6)
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Citizenship or Place of Organization:
|
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Hong Kong
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(7)
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Sole Voting Power:
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|
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Number of
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|
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Shares
|
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(8)
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Shared Voting Power:
|
Beneficially
|
|
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Owned By
|
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19,290,686 (1)
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Each
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(9)
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Sole Dispositive Power:
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Reporting
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Person With
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(10)
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Shared Dispositive Power:
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19,290,686 (1)
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
|
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19,290,686 (1)
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(12)
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions). ☐
|
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(13)
|
Percent of Class Represented by Amount in Row (11):
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8.35%
|
(14)
|
Type of Reporting Person (See Instructions):
|
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IN
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(1)
|
This includes 211,986 Class A Ordinary Shares and 1,907,870 Class B Ordinary Shares owned by Isabel.
The Class B Ordinary Shares vote on a one for ten basis; accordingly, Isabel is entitled to an aggregate of 19,290,686 votes as
indicated above. The Reporting Person maintains the right to convert its Class B Ordinary Shares into Class A Ordinary Shares at
any time, in its sole discretion, on a one for one basis; following such conversion, the resulting Class A Ordinary Shares will
retain the same one for one voting power as all other Class A Ordinary Shares.
|
(2)
|
Represents the voting power with respect to all of our Class A Ordinary Shares and Class B Ordinary Shares,
voting as a single class. Accordingly, the percentage is based on the aggregate voting rights under 6,537,269 Class A Ordinary
Shares and 22,437,754 Class B Ordinary Shares (such Class B Ordinary Shares are entitled to 224,377,540 votes) issued and outstanding
as of April 18, 2019.
|
CUSIP
Number: G6096M106
EXPLANATORY NOTE
This
Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”) amends and restates the statement on Schedule 13D originally
filed with the Securities and Exchange Commission on January 3, 2019 (the “Schedule 13D” or the “Prior Filing”),
with respect to Class A Ordinary Shares, $1.00 par value per share (the “Ordinary Shares”), of
Aptorum Group
Limited, a Cayman Islands exempted company with limited liability whose principal place of business is in Hong Kong
(the
“Issuer”). The Issuer’s principal executive office is located at
17th Floor, Guangdong Investment Tower,
148 Connaught Road Central, Hong Kong
. Unless otherwise indicated, each capitalized term
used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. From and after the date
hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule
13D as amended and supplemented by this Schedule 13D/A.
The
purpose of this filing is to revise the beneficial ownership previously reported for Ian Huen, one of the Reporting Persons included
in the Schedule 13D. The Prior Filing inaccurately reported that Mr. Huen was deemed to beneficially own the Ordinary Shares held
by his mother and sister; Mr. Huen does not have any voting or dispostive power with respect to the Ordinary Shares held by such
relatives and therefore we are filing this Schedule 13D/A to remove reference to same from his holdings and update certain other
related information in the Prior Filing.
Information set forth
in response to any item of the Prior Filing, as amended and restated by this Amendment No. 1 (as so amended and restated, this
“Schedule”), shall be deemed to be a response to all other items hereof to which such information is relevant.
CUSIP
Number: G6096M106
The Prior Filing is hereby amended and restated in its entirety as follows:
Item 1. Security and Issuer.
This statement on Schedule 13D (the “Schedule”)
relates to the Class A Ordinary Shares, $1.00 par value per share (the “
Class A Ordinary Shares
”), of Aptorum
Group Limited (formerly known as APTUS Holdings Limited and STRIKER ASIA OPPORTUNITIES FUND CORPORATION), a Cayman Islands exempted
company with limited liability whose principal place of business is in Hong Kong (the “
Company
”), and is being
filed jointly by Jurchen, Ian and Isabel (collectively, the “
Reporting Persons
”). The Company also has Class
B Ordinary Shares. The Class B Ordinary Shares vote on a one for ten basis, but the holder can convert into Class A Ordinary Shares
at any time, at his/her sole discretion, on a one for one basis.
The Company’s principal offices are located at 17th Floor, Guangdong
Investment Tower, 148 Connaught Road Central, Hong Kong.
Item 2. Identity and Background.
|
(a)
|
The names of the persons filing this Statement (the
“
Reporting Persons
”) are:
|
Ian owns 100% equity interest
in Jurchen, which holds 1,784,608 Class A Ordinary Shares and 16,061,469 Class B Ordinary Shares of the Company.
Isabel holds 211,986 Class A Ordinary Shares and 1,907,870 Class B Ordinary Shares.
|
(b)
|
The principal business address of each Reporting Person is 17th Floor, Guangdong Investment Tower, 148 Connaught Road Central, Hong Kong.
|
|
(c)
|
The principal business of Jurchen is to act as an investment holding company.
|
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The principal business of Ian is Chief Executive Officer and Executive Director of the Company.
|
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The principal business
of Isabel is as housewife.
|
(d)
|
During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
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(e)
|
During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.
|
|
(f)
|
Jurchen is a company incorporated in the British Virgin Islands.
Citizenship of Ian: Hong Kong
Citizenship of Isabel: Hong Kong
|
CUSIP Number: G6096M106
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the shares currently beneficially
owned by Jurchen was $22,307,596. The source of these funds was the working capital of Jurchen.
The aggregate purchase price for the shares
currently held in Isabel’s name was $2,491,569. The source of these funds was Isabel’s personal finances.
Item 4. Purpose of Transaction
Jurchen/Ian
In connection with historical share movement
within the Company, the Company issued a total of 223,113.15 non-voting redeemable participating shares (the “
Participating
Shares
”) to Ian between November 8, 2010 and October 1, 2016. Pursuant to the restructure of the Company from an investment
company to an operating company between January to March 2017, Ian surrendered the Participating Shares were redeemed and cancelled
in exchange for 22,307,596 ordinary shares of the Company (“
Ian Ordinary Shares
”).
On May 4, 2017, Ian transferred the Ian
Ordinary Shares to Jurchen, a company incorporated in the British Virgin Islands that Ian wholly-owns.
On October 13, 2017, the ordinary shares
held by Jurchen were re-designated as 2,230,760 Class A Ordinary Shares and 20,076,836 Class B Ordinary Shares.
On March 23, 2018, Jurchen transferred
446,152 of its Class A Ordinary Shares and 4,015,367 of its Class B Ordinary Shares to another entity, over which neither Jurchen
or Ian controls, in a private transaction. The share purchase agreement and share transfer are included at Exhibit 99.3 and 99.4,
respectively. Following such transfer, Jurchen holds the shares reported herein (1,784,608 Class A Ordinary Shares and 16,061,469
Class B Ordinary Shares) (the “
Jurchen Shares
”).
The Jurchen Shares owned by Ian and Jurchen
have been acquired for investment purposes. Jurchen and/or Ian may make further acquisitions of Class A Ordinary Shares from time
to time and, subject to certain restrictions, may dispose of any or all of the Class A Ordinary Shares held by Jurchen and/or Ian
at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment
opportunities and other factors. However, such shares are subject to certain lock-up restrictions as further described in Item
6 below.
Isabel
Since the initial incorporation of the Company as an investment
company, the Company issued a total of 19,934.31 non-voting redeemable participating shares to Isabel between November 8, 2010
and March 16, 2016. Also in connection with the restructure of the Company from an investment company to an operating company between
January to March 2017, Isabel surrendered the above said shares which were redeemed and cancelled in exchange for 1,991,571 ordinary
shares of the Company (the “
Isabel Shares
”)
The Isabel Shares have been acquired for investment purposes.
Isabel may make further acquisitions of Class A Ordinary Shares from time to time and, subject to certain restrictions, may dispose
of any or all of the Class A Ordinary Shares held by Isabel at any time depending on an ongoing evaluation of the investment in
such securities, prevailing market conditions, other investment opportunities and other factors. However, such shares are subject
to certain lock-up restrictions as further described in Item 6 below.
Item 5. Interest in Securities of the Issuer
|
a.
|
The aggregate number and percentage of shares of the Company’s Class A Ordinary Shares and Class B Ordinary Shares,
as a single class to which this Schedule 13D relates is 181,689,984 shares, constituting approximately 78.68% of the Company’s
outstanding votes against the voting rights represented by 6,537,269 Class A Ordinary Shares and 22,437,754 Class B Ordinary
Shares (such Class B Ordinary Shares are entitled to 224,377,540 votes) issued and outstanding as of April 18, 2019, as reported
in the Company’s Post-Effective Amendment No. 1 to its registration statement on Form F-1 filed on April 18, 2019.
|
CUSIP Number: G6096M106
|
b.
|
The beneficial ownership of each of the Reporting Persons is:
|
|
i.
|
Jurchen: 162,399,298 (70.33%).
|
|
ii.
|
Ian: 162,399,298 (70.33%) through his control over Jurchen’s shares.
|
|
iii.
|
Isabel: 19,290,686 (8.35%).
|
|
c.
|
Ian is deemed to have sole voting power, to vote or direct the vote of and to dispose or direct the disposition
of the
162,399,298 votes reported herein through Jurchen.
|
Isabel
has
sole voting power, to vote or direct the vote of and to dispose or direct the disposition of the 19,290,686 votes reported herein.
|
d.
|
There have been no other transactions in the Class A Ordinary Shares effected by the Reporting
Persons during the past 60 days.
|
|
e.
|
No person other than the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares reported as being beneficially owned (or which may be deemed
to be beneficially owned) by the Reporting Persons.
|
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The following descriptions are qualified in their entirety by
the agreements and instruments included as exhibits to this Schedule.
The Reporting Persons are parties to an agreement with respect
to the joint filing of this Schedule and any Schedules hereto. A copy of such agreement is attached as Exhibit 99.1 and is incorporated
by reference herein.
The Reporting Persons are also subject
to a lock-up agreement. In connection with the Company’s initial public offering of its Class A Ordinary Shares, the Reporting
Persons signed lock-up agreements which, subject to certain exceptions, prevent them from selling or otherwise disposing of any
of our shares, or any securities convertible into or exercisable or exchangeable for shares for a period of not less than 180 days
from the date on which the trading of the Class A Ordinary Shares on the NASDAQ Stock Exchange commenced, without the prior written
consent of the underwriters (the “
Lock-Up Agreement
”). A copy of the form of such agreement is attached as Exhibit
99.2 and is incorporated by reference herein. The summary of the Lock-Up Agreement contained herein is qualified in its entirety
by reference to the full text of such agreement, the form of which was filed by the Issuer as Exhibit 4.2 to the Form 6-K (and
is incorporated by reference herein as Exhibit 99.2).
On March 23, 2018, Jurchen entered into the Purchase Agreement
and the Transfer Agreement. A copy of such agreements are attached hereto as Exhibit 99.3 and 99.4 respectively and are incorporated
by reference herein.
CUSIP Number: G6096M106
Item 7. Material to Be Filed as Exhibits.
The following are filed herewith as Exhibits to the Schedule 13D:
Exhibit 99.1
|
|
Joint Filing Agreement, dated January 3, 2019 (Previously filed as an exhibit to the Reporting Person’s Schedule 13D filed with the SEC on January 3, 2019 and incorporated herein by reference)
|
|
|
|
Exhibit 99.2
|
|
Form of Lock Up Agreement (incorporated by reference to Exhibit 42. to the Current Report on Form 6-K filed by the Company with the SEC on December 18, 2018.)
|
|
|
|
Exhibit 99.3
|
|
Share Transfer Agreement between CGY Investments Limited and Jurchen Investment Corporation, dated March 23, 2018 (Previously filed as an exhibit to the Reporting Person’s Schedule 13D filed with the SEC on January 3, 2019 and incorporated herein by reference)
|
|
|
|
Exhibit 99.4
|
|
Share Purchase Agreement between CGY Investments Limited and Jurchen Investment Corporation, dated March 23, 2018 (Previously filed as an exhibit to the Reporting Person’s Schedule 13D filed with the SEC on January 3, 2019 and incorporated herein by reference)
|
CUSIP Number: G6096M106
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 8, 2019
|
|
|
Jurchen Investment Corporation
|
|
|
|
By:
|
/s/ Ian Huen
|
|
|
Name: Ian Huen
|
|
|
Title: Director
|
|
|
|
|
By:
|
/s/ Ian Huen
|
|
|
Name: Ian Huen
|
|
|
|
|
By:
|
/s/ Sui Fong Isabel Huen Ng
|
|
|
Sui Fong Isabel Huen Ng
|
|
9