UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Aptorum Group Limited
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Item 1.01. Entry Into a Material Definitive Agreement.
On October 9, 2026, Niki BioSolutions, Inc. (the “Company”), entered into an At the Market Offering Agreement, dated October 9, 2026, (the “Sales Agreement”), by and among the Company, H.C. Wainwright & Co., LLC (“Wainwright”) and Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline,” collectively with Wainwright, the “Sales Agents”). The Sales Agreement provides for the sale and issuance by the Company of shares of its common stock, par value $0.0001 per share (the “Common Stock”), from time to time, through or to the Wainwright as the Company’s sales agent and/or principal in an “at the market offering” program and as otherwise set forth in the Sales Agreement (the “Offering”).
Pursuant to the Sales Agreement, the Company may issue and sell through or to Wainwright shares of Common Stock having an aggregate maximum offering price of up to $1,396,000, subject to the limitations set forth in the Sales Agreement, including the number of authorized but unissued shares of Common Stock available for issuance and the Company’s continued satisfaction of the eligibility and transaction requirements for use of Form S-3.
On October 9, 2026, the Company filed a prospectus supplement, dated October 9, 2026, including an accompanying base prospectus, dated October 9, 2026 (the “ATM Prospectus Supplement”), which together form a part of the Company’s shelf registration statement on Form S-3 (File No. 333-298608), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 28, 2026 and declared effective by the SEC on October 9, 2026 (the “Registration Statement”), in connection with the offer and sale of shares of Common Stock pursuant to the Sales Agreement.
Pursuant to the Sales Agreement, Wainwright has agreed to use its commercially reasonable efforts to sell shares of Common Stock from time to time, subject to the terms and conditions of the Sales Agreement. The Company will designate the maximum amount of shares of Common Stock to be sold by Wainwright on any trading day and the minimum price per share at which such shares may be sold. The gross sales price of shares of Common Stock sold by Wainwright as sales agent under the Sales Agreement will be the market price for the shares of Common Stock on the applicable trading market at the time of sale.
Subject to the terms and conditions of the Sales Agreement, Wainwright may sell shares of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the applicable trading market, on any other existing trading market for the Common Stock or to or through a market maker. Wainwright may also sell shares of Common Stock in privately negotiated transactions with the Company’s prior written approval and to the extent provided for in the applicable prospectus supplement. In addition, if the Company wishes to sell shares in a manner other than through sales by Wainwright as sales agent, the Company and Wainwright may enter into a separate terms agreement pursuant to which Wainwright may purchase shares of Common Stock as principal on terms agreed upon by the parties.
The Company has no obligation to sell any shares of Common Stock under the Sales Agreement. The Company or Wainwright may suspend the offering of shares under the Sales Agreement at any time in accordance with the terms thereof. The Sales Agents are not obligated to purchase any shares of Common Stock on a principal basis under the Sales Agreement except as otherwise specifically agreed by Wainwright and the Company pursuant to a separate terms agreement. No assurance can be given that the Company will sell any shares of Common Stock under the Sales Agreement or, if any sales occur, as to the price or number of shares that will be sold or the dates on which any such sales will take place.
Pursuant to the terms of the Sales Agreement, the Company will pay Wainwright a placement fee equal to 3.0% of the gross sales price of shares of Common Stock sold by Wainwright as sales agent pursuant to the Sales Agreement. The foregoing rate of compensation does not apply when Wainwright acts as principal, in which case the Company may sell shares to Wainwright at a price agreed upon pursuant to the applicable terms agreement. The Company will also reimburse the Sales Agents for certain expenses incurred in connection with the Sales Agreement. The Company may terminate the Sales Agreement at any time upon ten business days’ prior written notice to the Sales Agents and Wainwright may terminate the Sales Agreement at any time upon prior written notice to the Company; the parties can mutually agree to terminate the Sales Agreement and Brookline has the right to terminate the provisions of the Sales Agreement pertaining to Brookline upon ten business days’ prior notice to the Company and Wainwright.
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The Company’s largest shareholder and one of its directors, Dr. Kira Sheinerman is a managing director of Wainwright, and therefore Wainwright is deemed to have a “conflict of interest” under FINRA Rule 5121(f)(5). Accordingly, the offering is being made in compliance with the requirements of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to the offering. In accordance with FINRA Rule 5121, Wainwright is not permitted to sell shares in the offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. Pursuant to the Sales Agreement and in accordance with Rule 5121, Brookline has agreed to act as a “qualified independent underwriter” in the offering for no additional compensation. We have agreed to indemnify Brookline against certain liabilities incurred in connection with acting as a qualified independent underwriter.
The Company has agreed to provide the Sales Agents and certain related persons with customary indemnification and contribution rights, including with respect to certain liabilities under the Securities Act.
The Sales Agreement contains customary representations and warranties, covenants and conditions to the sale of shares of Common Stock pursuant thereto.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the opinion of Hunter Taubman Fischer & Li LLC regarding the validity of the shares of Common Stock that may be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | At the Market Offering Agreement, dated October 9, 2026, by and between the Company, H.C. Wainwright & Co., LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC | |
| 5.1 | Opinion of Hunter Taubman Fischer & Li LLC | |
| 23.1 | Consent of Hunter Taubman Fischer & Li LLC (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 9, 2026
| NIKI BIOSOLUTIONS, INC. | ||
| By: | /s/ Ian Huen | |
| Ian Huen | ||
| Chief Executive Officer | ||
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