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Related Party Balances and Transactions | 12 Months Ended
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Dec. 31, 2023
Related Party Balances and Transactions [Abstract] |
Related Party Balances and Transactions | 12. RELATED PARTY BALANCES AND TRANSACTIONS The following is a list of a director and related parties to which the Group has transactions with:
(a) | Ian Huen, the Chief Executive Officer and Executive Director of the Group since November 2023. He was a Non-executive Director from June 2022 to November 2023. Before June 2022, he was the Chief Executive Officer and Executive Director;
(b) | Jurchen Investment Corporation, the holding company and an entity controlled by Ian Huen;
(c) | CGY Investment Limited, an entity owns more than 10% voting interest of the Group before April 2024;
(d) | Aeneas Group Limited, an entity controlled by Ian Huen;
(e) | Aenco Technologies Ltd, an entity being 34.56% effectively owned by Ian Huen;
(f) | Aeneas Management Limited, an entity controlled by Ian Huen;
(g) | Talem Medical Group Limited, an entity which Clark Cheng was a director;
(h) | Libra Sciences Limited, an entity which was originally a wholly owned subsidiary of ATL. Since December 30, 2021, Libra has been turned into a related party to the Group due to the voting power owned by ATL is decreased to below 50% but more than 20%. (Note 13)
(i) | Libra Therapeutics Limited, a wholly owned subsidiary of Libra Sciences Limited;
(j) | Clark Cheng, a former Executive Director of the Group before November 30, 2023. After his resignation on November 30, 2023, he was no longer a related party of the Group.
(k) | ACC Medical Limited, an entity controlled by Clark Cheng.
(l) | Darren Lui, a former Executive Director of the Group before November 27, 2023. After his resignation on November 27, 2023, he was no longer a related party of the Group.
Amounts due from related parties, net Amounts due from related parties consisted of the following as of December 31, 2023 and 2022:
|  | December 31, 2023 |  |  | December 31, 2022 |
Current |  |  |  |  |  |
Aeneas Management Limited |  | $ | 961 |  |  | $ | - |
Libra Sciences Limited (Note b) |  |  | 521,007 |  |  |  | 378,036 |
Libra Therapeutics Limited |  |  | - |  |  |  | 17,459 |
Talem Medical Group Limited (Note b) |  |  | - |  |  |  | 610,138 |
Allowance for credit loss |  |  | (521,007 | ) |  |  | - |
Total |  | $ | 961 |  |  | $ | 1,005,633 |
Amounts due to related parties Amounts due to related parties consisted of the following as of December 31, 2023 and 2022:
|  | December 31, 2023 |  |  | December 31, 2022 |
Current |  |  |  |  |  |
Aeneas Group Limited (Note a) |  | $ | 79,180 |  |  | $ | 8,110 |
Aenco Technologies Ltd |  |  | - |  |  |  | 3,013,234 |
Clark Cheng |  |  | - |  |  |  | 4,583 |
Total |  | $ | 79,180 |  |  | $ | 3,025,927 |
Non-current |  |  |  |  |  |  |  |
Jurchen Investment Corporation (Note 15) |  | $ | 3,058,500 |  |  | $ | - |
Aeneas Group Limited (Note a) |  |  | - |  |  |  | 500,000 |
|  | $ | 3,058,500 |  |  | $ | 500,000 |
Related party transactions Related party transactions consisted of the following for the years ended December 31, 2023, 2022 and 2021:
|  | Year ended December 31, 2023 |  |  | Year ended December 31, 2022 |  |  | Year ended December 31, 2021 |
Loan from related parties (Note a) |  |  |  |  |  |  |  |  |
- Aeneas Group Limited |  | $ | 2,500,000 |  |  | $ | 500,000 |  |  | $ | 1,000,000 |
- Jurchen Investment Corporation |  | $ | - |  |  | $ | - |  |  | $ | 2,500,000 |
Loan repayment and interest paid to related parties (Note a) |  |  |  |  |  |  |  |  |  |  |  |
- Aeneas Group Limited |  | $ | - |  |  | $ | - |  |  | $ | 2,673,389 |
- Jurchen Investment Corporation |  | $ | - |  |  | $ | - |  |  | $ | 3,085,097 |
Issuance of Convertible Note to related parties (Note 15) |  |  |  |  |  |  |  |  |  |  |  |
- Jurchen Investment Corporation |  | $ | 3,000,000 |  |  | $ | - |  |  | $ | - |
- Aenco Technologies Ltd |  | $ | - |  |  | $ | 3,000,000 |  |  | $ | - |
Settlement of loan from a related party through issuance of Convertible Note (Note 15) |  |  |  |  |  |  |  |  |  |  |  |
- Aeneas Group Limited |  | $ | 3,000,000 |  |  | $ | - |  |  | $ | - |
Interest expenses (Note a and Note 15) |  |  |  |  |  |  |  |  |  |  |  |
- Aeneas Group Limited |  | $ | 71,123 |  |  | $ | 8,110 |  |  | $ | 64,753 |
- Jurchen Investment Corporation |  | $ | 58,500 |  |  | $ | - |  |  | $ | 65,644 |
- Aenco Technologies Ltd |  | $ | (13,234 | ) |  | $ | 13,234 |  |  | $ | - |
Loan to related parties (Note b) |  |  |  |  |  |  |  |  |  |  |  |
- Talem Medical Group Limited |  | $ | - |  |  | $ | - |  |  | $ | 3,358,089 |
- Libra Sciences Limited |  | $ | 92,459 |  |  | $ | 330,341 |  |  | $ | - |
Loan repayment and interest received from a related party (Note b) |  |  |  |  |  |  |  |  |  |  |  |
- Talem Medical Group Limited |  | $ | 611,641 |  |  | $ | 2,962,153 |  |  | $ | - |
Interest income (Note b) |  |  |  |  |  |  |  |  |  |  |  |
- Talem Medical Group Limited |  | $ | 4,637 |  |  | $ | 164,600 |  |  | $ | 39,561 |
- Libra Sciences Limited |  | $ | 8,963 |  |  | $ | 14,232 |  |  | $ | - |
Consultant, secondment, management and administrative services fees (Note c) |  |  |  |  |  |  |  |  |  |  |  |
- CGY Investments Limited |  | $ | 153,640 |  |  | $ | 268,102 |  |  | $ | 173,333 |
- ACC Medical Limited |  | $ | 138,768 |  |  | $ | 209,626 |  |  | $ | 157,511 |
Administrative management services (Note d) |  |  |  |  |  |  |  |  |  |  |  |
- Libra Sciences Limited |  | $ | 9,615 |  |  | $ | 38,462 |  |  | $ | - |
Healthcare services income |  |  |  |  |  |  |  |  |  |  |  |
- Aeneas Management Limited |  | $ | 961 |  |  | $ | 1,282 |  |  | $ | 7,564 |
Note a: On August 13, 2019, Aptorum Therapeutics Limited (“ATL”), a wholly owned subsidiary of the Company, entered into financing arrangements with Aeneas Group Limited, a related party, and Jurchen Investment Corporation, the ultimate parent of the Group, allowing ATL to access up to a total $15 million in line of credit debt financing. Both line of credits have originally matured on August 12, 2022. ATL and Aeneas Group Limited has mutually agreed to extend the line of credit arrangement further 3 years to August 12, 2025. The interest on the outstanding principal indebtedness is at the rate of 8% per annum. ATL may early repay, in whole or in part, the principal indebtedness and all interest accrued at any time prior to the maturity date without the prior written consent of the lender and without payment of any premium or penalty. As of the issuance date of this consolidated financial statements, the undrawn line of credit facility is $12 million. Note b: On November 17, 2021, ATL entered into a loan agreement with Talem Medical Group Limited (the “Borrower”). According to the loan agreement, ATL granted a loan of up to AUD4,700,000 for the Borrower for general working capital purposes of the Borrower and its subsidiaries. The loan is interest-bearing at a rate of 10% per annum and secured by the entire issued shares of Talem Medical Group (Australia) Pty Limited held by the Borrower. The loan is initially matured 6 months from the date of the first drawdown. The maturity date was extended for 6 months to the first extended maturity date, and further extended for another 6 months to the second extended maturity date. As of the date of the issuance of this consolidated financial statements, there is no outstanding balance from the Borrower following a repayment in February 2023. On January 13, 2022, ATL entered a line of credit facility with Libra Sciences Limited to provide up to a total $1 million line of credit for its daily operation. The line of credit is originally matured on January 12, 2023, and is extended for additional 3 years. The interest on the outstanding principal indebtedness is at the rate of 10% per annum. ATL and Libra Science Limited mutually agreed to terminate the line of credit agreement effect as of March 31, 2023. All existing liabilities arising from the line of credit agreement shall remain enforceable and repayable on demand by ATL. As of the issuance date of this consolidated financial statements, $0.5 million is outstanding from Libra Sciences Limited. For the year ended December 31, 2023, the Group has assessed that the amounts due from Libra Science Limited and its subsidiary are potentially unrecoverable. Accordingly, an allowance for credit loss amounting to $0.5 million has been recognized. Note c: CGY Investment Limited provided certain consultancy, advisory and management services to the Group on potential investment projects related to healthcare or R&D platforms. CGY Investment Limited is initially entitled to receive HK $104,000 (approximately $13,333) per calendar month plus reimbursement; such monthly service fee is adjusted to HK$171,200 (approximately US$21,949) with effect from March 1, 2022. In August 2023, CGY Investment Limited has agreed to suspended its monthly services fee from August 1, 2023. In November 2023, CGY Investment Limited and the Group reached a mutual agreement to terminate their contractual relationship. ACC Medical Limited provided certain consultancy, advisory, and management services to the Group on clinic operations and other related projects for clinics’ business development. ACC Medical Limited is initially entitled to receive HK $101,542 (approximately $13,018) per calendar month plus reimbursement; such monthly service fee is adjusted to HK$143,200 (approximately US$18,359 per month) effective from March 1, 2022. During the year ended December 31, 2023 and 2022, ACC Medical Limited also received $28,615 and $23,275 one-off compensation respectively. The agreement was terminated on June 30, 2023. Note d: On January 1, 2022, Aptus Management Limited (“AML”), a wholly owned subsidiary of the Company, entered into an administrative management services agreement with Libra Sciences Limited. According to the agreement, AML will provide documentation and administrative services, include but are not limited to human resources and payroll administration, general secretarial and administrative support, and accounting and financial reporting services. AML is entitled to receive a fixed amount of services fees of HKD 25,000 (approximately $3,205) per calendar month with the original expiry date on December 31, 2023. AML and Libra Sciences Limited mutually agreed to terminate the administrative management service agreement effect as of March 31, 2023. Note e: In accordance with mutual agreements reached with the board of directors, Mr. Clark Cheng and Mr. Ian Huen agreed to forgo their monthly remuneration effective July 1, 2023 until further notice. Moreover, Mr. Darren Lui, a former executive director before his resignation on November 27, 2023, consented to suspend their monthly remuneration from August 1, 2023. Additionally, all independent non-executive directors have consented to suspend their monthly remuneration from September 1, 2023 until further notice. Before the suspension of remuneration, Mr. Clark Cheng, Mr. Ian Huen, and Mr. Darren Lui had a monthly remuneration of $6,410, $27,333 and $6,667, respectively.

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