8-K/A: Niki BioSolutions Completes Merger, Files Financials

Niki BioSolutions, Inc. (formerly Aptorum Group Limited) has filed an amendment to its Form 8-K to include the audited financial statements of DiamiR Biosciences Corp. following their merger.

Summary

• This filing is an amendment to a previous Form 8-K, primarily to include the financial statements of DiamiR Biosciences Corp. following its merger with Aptorum Group Limited, now Niki BioSolutions, Inc.
• The merger was completed on July 20, 2026, after shareholder approval and satisfaction of closing conditions.
• The financial statements of DiamiR Biosciences Corp. for the years ended May 31, 2026 and 2025 are included.
• DiamiR Biosciences Corp. reported significant net losses for both years: $659,936 for the year ended May 31, 2026, and $743,235 for the year ended May 31, 2025.
• The company has a significant working capital deficiency and has incurred substantial losses, raising substantial doubt about its ability to continue as a going concern.
• Pro forma financial information combining Niki BioSolutions and DiamiR is also provided.
• The filing also includes consents from auditors and exhibits related to the financial statements.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant going concern issues and substantial net losses reported by DiamiR Biosciences Corp. prior to the merger.

Positives

• The merger between Niki BioSolutions (formerly Aptorum) and DiamiR Biosciences Corp. has been successfully consummated, creating a combined entity.
• The filing provides audited financial statements for DiamiR Biosciences Corp., offering transparency into its pre-merger financial health.
• Pro forma financial statements are presented, giving insight into the potential combined financial position and performance.

Negatives

• DiamiR Biosciences Corp. reported a net loss of $659,936 for the year ended May 31, 2026, and $743,235 for the year ended May 31, 2025.
• The company has a significant working capital deficiency and has incurred significant losses from operations.
• Substantial doubt exists regarding DiamiR's ability to continue as a going concern, necessitating additional capital raises.
• The company's existing working capital is insufficient to fund operations through product development and commercialization.
• If additional capital is not raised, the company may have to delay, scale back, or discontinue development activities.

Risks

• The company has a significant working capital deficiency and has incurred significant losses from operations, raising substantial doubt about its ability to continue as a going concern.
• Management believes that the company's existing working capital is insufficient to fund its operations for the next twelve months.
• The company will need to raise additional capital to fund its operations and continue product development and commercialization activities.
• If additional funding is not available on acceptable terms, the company may have to delay, scale back, or discontinue development and/or commercialization of one or more product candidates.
• Debt financing, if available, may involve restrictive covenants that impact the company's ability to conduct business.
• The company's patent portfolio has expiration dates between 2030 and 2038, which could impact long-term revenue streams.
• The company is subject to potential limitations on the use of net operating loss carryforwards under Section 382 of the Internal Revenue Code if an ownership change occurs.

Future Outlook

The filing does not contain specific forward-looking statements or guidance for the combined entity, but highlights the need for additional capital to fund operations and product development due to DiamiR's going concern issues.

Management Comments

• Management believes that the Company's existing working capital is insufficient to fund its operations for the next twelve months.
• Management does not anticipate that the Company's existing working capital alone will be sufficient to fund its operations through the successful development and commercialization of products.
• Management cannot be certain that additional funding will be available on acceptable terms, or at all.

Industry Context

StockSavvy.ai notes that the merger aligns with industry trends of consolidation in the biotechnology and diagnostics sectors, where companies often combine to leverage complementary technologies, expand pipelines, and achieve economies of scale. However, the significant financial challenges of DiamiR Biosciences highlight the high-risk nature of early-stage biotech development.

Legal Proceedings

• The Company is not involved in any legal matters arising in the normal course of business.
• While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Company's financial position, results of operations, or cash flows.

Related Party Transactions

• Convertible notes payable are all related party transactions, including notes with an executive director and others.
• A loan of $65,000 was provided by Aptorum to DiamiR for general corporate purposes.
• Management services and intellectual property license agreements were in place between DiamiR and Aptorum prior to the merger.

Stakeholder Impact

• Shareholders of Niki BioSolutions may experience significant dilution if additional equity is issued to raise capital.
• Creditors and suppliers may face uncertainty regarding timely payment if the company cannot secure sufficient funding.
• Employees may face uncertainty regarding job security if the company has to scale back or discontinue operations.
• Customers of DiamiR's diagnostic services may be impacted by any operational changes or disruptions during the integration phase.

Next Steps

• Integration of DiamiR's operations and technology into Niki BioSolutions.
• Pursuit of additional capital to fund ongoing operations and product development.
• Development and commercialization of noninvasive tests for neurodegenerative diseases and cancer.

Key Dates

Recommendation

The merger has been completed, but the significant going concern issues and substantial net losses of the acquired entity (DiamiR) present considerable risk. While the combined entity (Niki BioSolutions) may have strategic advantages, the immediate need for substantial capital raises and the uncertainty surrounding future funding and operational viability warrant a cautious 'hold' stance until further clarity on financial stability and operational progress emerges.

Keywords

merger, financial statements, DiamiR Biosciences Corp, Niki BioSolutions, going concern, net loss, biotechnology, diagnostics