July 30, 2019

Ian Huen
Chief Executive Officer and Executive Director
Aptorum Group Ltd
17th Floor, Guangdong Investment Tower
148 Connaught Road Central
Hong Kong

       Re: Aptorum Group Ltd
           Registration Statement on Form F-1
           Filed July 2, 2019
           File No. 333-232510

Dear Mr. Huen:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form F-1 filed July 2, 2019

Establishment of Smart-ACT Platform, page 8

1.     Clarify what it means to "successfully screen" compounds against a
target by clarifying
       what results would be deemed successful.
Smart Pharma Token, page 8

2.     We note your disclosure that SMPT tokens will be issued in transactions
exempt from the
       registration requirements of the Securities Act pursuant to Regulation
S. The basis for
       your reliance on Regulation S is unclear in light of the prominence of
the disclosure in
       your registration statement and the materials provided on the SMTPH
website. Please
       provide a detailed legal and factual analysis supporting your
determination that these are
 Ian Huen
FirstName LastNameIan Huen
Aptorum Group Ltd
Comapany NameAptorum Group Ltd
July 30, 2019
July 30, 2019 Page 2
Page 2
FirstName LastName
         not directed selling efforts in the U.S. Additionally, tell us what
restrictions are in place to
         ensure that US persons are not able to access the trading platform(s)
on which SMPT
         tokens are listed or acquire SMPT tokens.
3.       Your disclosure on page 8 indicates that the Pharma Token tokenizes
rights to a "portion"
         of the royalty income derived from the commercialization of
intellectual property rights of
         drug candidates discovered under your Smart-ACT platform. Please
revise to quantify the
         portion of the royalties token holders will be entitled to. We note
that materials appearing
         on the Smart Pharma website are inconsistent with some materials
indicating that token
         holders are entitled to net profits from Smart Pharmaceutical Limited
Partnership, and
         others indicating that token holders are entitled to royalties upon
commercialization, a
         percentage of sublicensing revenue and consideration for assignment of
intellectual
         property rights to third parties. Please revise your disclosure to
clarify how the amounts
         payable to token holders will be determined and when you are required
to make these
         payments..
4.       Please disclose whether you expect the proceeds from token sales to
fund all of Smart
         Pharma's operations, including validation and assessment of
candidates, operation and
         improvement of the platform, legal/professional fees and exchange
listing costs.
         Additionally, clarify how you will define the portion of
royalties/profits that token holders
         receive. For example, will it be based on the percentage of Smart
Pharma's operations
         funded by token sales relative to funding you provide?
5.       Please clarify whether distributions to token holders will be
considered dividends and
         whether they will be limited to profits or your share premium account.
Risk Factors, page 12

6.       Please consider including a risk factor disclosing the token holders'
security interest in
         Smart Pharma's assets, including current and future intellectual
property. Alternatively,
         explain why the security interest does not present a risk to your
investors.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Ian Huen
Aptorum Group Ltd
July 30, 2019
Page 3

       You may contact Jeffrey Gabor at 202-551-2544 or Suzanne Hayes at
202-551-3675 with
any questions.



                                                       Sincerely,
FirstName LastNameIan Huen
                                                       Division of Corporation
Finance
Comapany NameAptorum Group Ltd
                                                       Office of Healthcare &
Insurance
July 30, 2019 Page 3
cc:       Louis Taubman, Esq.
FirstName LastName