Exhibit 10.38


 





SUBSCRIPTION
AGREEMENT


 


Class
A Ordinary Shares


of


Aptorum
Group Limited


 


This
subscription agreement (this “Subscription Agreement”) is dated _________, 2018, by and between the investor
identified on the signature page hereto (the “Investor”) and Aptorum Group Limited, a Cayman Islands exempted
company (the “Company”). The parties agree as follows:


 


1.
Subscription


 


Investor
agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of
the Company’s Class A Ordinary Shares, par value $1.00 per share, as set forth on the signature page hereto, for an aggregate
purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor
has agreed to purchase and (y) the Purchase Price per Share as set forth on the signature page hereto.


 


The
Shares are being offered pursuant to a registration statement on Form F-1, as amended, File No. 333-227198 (the “Registration
Statement”). The Registration Statement shall be declared effective by the Securities and Exchange Commission (the “Commission”)
prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (the “Prospectus”)
which forms a part of the Registration Statement is subject to change. A final prospectus and/or prospectus supplement will be
delivered to the Investor as required by law.


 


The
Shares are being offered by Boustead Securities, LLC, China Renaissance Securities (HK) Limited, and AMTD Global Markets Limited
(the “Underwriters”) as co-underwriters on a “best efforts, minimum/maximum” basis pursuant to
an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares
(the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified
by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting
Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited
by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer
of immediately available funds to the Escrow Account (as defined below) shall be released to the Company, and (ii) the Company
shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC
system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,”
or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the
facilities of The Depository Trust Company’s DWAC system, through the DRS or book-entry delivery of Shares on the books
and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company
shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof.


 


The
Underwriters and any participating broker dealers (the “Members”) shall confirm, via the Underwriting Agreement,
selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4.
Payments may only be made by wire transfer or electronic deposit, and no payments may be made by check. With regards to monies
being wired or sent via ACH transfer from an investor’s bank account, the Underwriters or Members shall request the investors
send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document.
In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly
transmitted” to the escrow agent, i.e., FinTech Clearing, LLC (“FinTech”), following the receipt of a
completed subscription document and completed instructions by the investor to send funds to the Escrow Account (as defined below).
Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that
the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited
in the Escrow Account (as defined below) will be returned to investors promptly in accordance with the terms of the escrow agreement
and applicable law.


 


2.
Subscription Process.


 


To
purchase the Shares in this offering, investors must complete and sign this Subscription Agreement and provide the additional
information required pursuant to the Subscription Process attached as Exhibit A. Investors will be required to pay for the Shares
by wire or ACH transfer for the full purchase price of the Shares. FinTech shall serve as escrow agent for any payments made via
wire or ACH transfer.


 


Subscriptions
will be effective only upon the Company’s acceptance of the subscriptions, and the Company reserves the right to reject
any subscriptions in whole or in part. In compliance with Rule 15c2-4 under the Exchange Act, the Company and the Underwriters
will instruct Investors to deliver all monies in the form of wire transfers or ACH transfers to FinTech. Upon FinTech’s
receipt of such monies, they shall be credited to FinTech, as the escrow agent for the Investors for the Company’s Offering.
Pursuant to escrow agreement among us, Underwriters and FinTech, as escrow agent, the funds received in payment for the Shares
purchased in the Offering will be wired to a non-interest bearing escrow account at Pacific Mercantile Bank entitled “FinTech
Clearing, as Agent for the Investors in Aptorum Group Limited” indicated on the Signature Page hereto (“Escrow
Account”) pursuant to the wire payment instructions hereunder, and held until the escrow agent determines that the amount
in the Escrow Account is equal to at least the minimum amount required to close this Offering. Upon confirmation of receipt of
the requested minimum subscription amount, the escrow agent will release the funds in accordance with the written instructions
provided by the Company and Underwriters, indicating the date on which the Shares purchased in this Offering are to be delivered
to the Investors and the date the net proceeds are to be delivered to the Company.


 






     


     


    




 


3.
Investor Representations.


 


a.  Investor represents that it has received (or otherwise had access to the electronic filing on the SEC website) the Prospectus
prior to or in connection with receipt of this Subscription Agreement.


 


b. Investor
represents that it understands and acknowledges that Investor’s subscription for the Shares indicated on the Signature Page
hereto may be accepted or rejected in whole or in part by the Company, for any reason and in their sole and absolute discretion.


 


4. Miscellaneous.


 


This
Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the
same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile
or via electronic format.


 


All
communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand
delivered, sent by a recognized overnight courier service such as FedEx, or sent via facsimile and confirmed by letter, to the
party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:


 


To
the Company: as set forth on the signature page hereto.


 


To
the Investor: as set forth on the signature page hereto.


 


All
notices hereunder shall be effective upon receipt by the party to which it is addressed.


 


If
the foregoing correctly sets forth the parties’ agreement, please confirm this by signing and returning to the Company the
duplicate copy of this Subscription Agreement.





 


[Signature
Page Follows]


 




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[Signature
Page to Subscription Agreement for Aptorum Group Limited]


 


If
the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this
Subscription.


 





	Number of Shares: __________________________	 	Aptorum Group Limited
	Purchase Price per Share: $[      ]	 	By: ______________________________________
	Aggregate Purchase Price: $__________________	 	Name: ______________Title: _________________




	 	 	
	 	 	Address Notice:
	INVESTOR:  ____________________(Print Name)	 	17/F, Guangdong Investment Tower, 
		 	148 Connaught Road Central, Hong Kong
	 	 	 
	Signed By: ______________________ (Signature)	 	Address:__________________________________




	Name: ______________ Title: ________________



	 	    __________________________________





	SSN or EIN or Tax ID: ______________________



	 	Phone:____________________________________
		 	Email: ____________________________________








 





Select method of delivery of Shares: DRS or DWAC (Check One)


 


___________DWAC DELIVERY INSTRUCTIONS:


 





	1.	Name of DTC Participant (broker dealer at which the account	 
	 	or accounts to be credited with the Shares are maintained):	_______________________________
	2.	DTC Participant Number:	_______________________________
	3.	Name of Account at DTC Participant being credited with the Shares:	_______________________________
	4.	Account Number of DTC Participant being credited with the Shares:	_______________________________




 





___________DRS ELECTRONIC BOOK ENTRY CONFIRMATION (hold
shares at transfer agent) Delivery Instructions:


 


Name in which Shares should be issued: _________________________________


 


Address for Shareholder: Street_________________________________________


 


City/State/Zip: ______________________________; Attention: _____________________________________


 


Telephone No.: _____________________________







 










WIRE
PAYMENT INSTRUCTIONS:


 


NO
WIRE TRANSFERS MAY BE MADE TO THE ESCROW ACCOUNT, DIRECTLY OR THROUGH ANY UNDERWRITER UNLESS AND UNTIL: (A) THE REGISTRATION STATEMENT
HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION, AND (B) A COPY OF THIS SUBSCRIPTION AGREEMENT, DULY EXECUTED BY THE INVESTOR OR
ITS AGENT, HAS BEEN DELIVERED.


 


WIRE
TO THE FOLLOWING INSTRUCTIONS: 


 


Bank
Name: Pacific Mercantile Bank


Bank
Address: 949 South Coast Dr., Costa Mesa, CA 92626


ABA
Routing No: 122242869


SWIFT
Code: PMERUS66


Beneficiary
Account Name: FinTech Clearing, as Agent for the Investors in Aptorum Group Limited 


Beneficiary
Account No: XXXX


Beneficiary
Address: 6 Venture, Suite 265, Irvine, CA 92618 USA





 


Please
email back the completed Subscription Agreement to offerings@boustead1828.com or fax to +1(949) 266-5789


 




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CERTIFICATE
FOR THE PURCHASE OF INITIAL PUBLIC OFFERINGS OF EQUITY SECURITIES


 


Pursuant
to FINRA Rule 5130 (formerly NASD Rule 2790) (the ” New Issue Rule”), firms may
not sell or cause to be sold a new issue (as defined in the New Issue Rule; generally, initial public offerings of equity securities)
to any account in which a restricted person holds a beneficial interest unless the account qualifies for a general
exemption under the New Issue Rule. We require that you sign and return this Certificate indicating whether or not your account
is eligible to purchase PUBLIC OFFERING shares in accordance with the New Issue Rule.


 


In
addition, pursuant to FINRA Rule 5131 (the “PUBLIC OFFERING Allocation Rule”), firms may not under certain
circumstances allocate shares of a new issue to any account in which an executive officer or director of a public company or
a covered non-public company, or a person materially supported by such executive officer or director (collectively,
” Covered Persons”), has a beneficial interest unless the account qualifies for a general
exemption.


 


In
addition, in connection with any new issue, you hereby represent that you will not act as a finder or in a fiduciary capacity
to any managing underwriter of any new issue and that you shall notify us immediately in the event that such representation ceases
to be true and correct.


 


All
bolded terms relating to the New Issue Rule or the PUBLIC OFFERING Allocation Rule are defined in Annex A.
SECTION A. NEW ISSUE RULE (FINRA RULE 5130) (CHECK ONE BOX ONLY)


 


The
undersigned hereby certifies, on behalf of each account for which it purchases new issues on or after the date hereof, that:


 


		☐	The
account(s) is eligible to purchase new issues either because no restricted person (which includes those accounts that satisfy
a general exemption listed on Annex A and/or, are not restricted persons based on the definition in Annex A) holds a beneficial
interest in the account(s), or because the account(s) has implemented procedures to reduce the beneficial interests of all restricted
persons with respect to new issues to below in the aggregate 10%, and the undersigned hereby represents that it will follow such
procedures in connection with the purchase by the account(s) of all new issues; OR



 


		☐	The
undersigned is a conduit (such as a bank, foreign bank, broker/dealer or investment adviser) and all purchases of new issues are,
and will be, in compliance with the New Issue Rule. If the beneficial interests of all restricted persons in any one account(s)
exceeds in the aggregate 10% of the account(s) but the account(s) has implemented procedures to reduce the beneficial interest
of all restricted persons with respect to new issues to below in the aggregate 10%, the undersigned hereby represents that it
will follow such procedures in connection with the purchase by the account(s) of all new issues.



 


SECTION
B. PUBLIC OFFERING ALLOCATION RULE (FINRA RULE 5131)


 


The
undersigned hereby certifies, on behalf of each account for which it purchases new issues on or after the date hereof, that:
The account(s) is eligible to purchase new issues either because:


 


(i) No
person that holds a beneficial interest in the account(s) is a Covered Person OR


 


(ii) The
account(s) is eligible to purchase new issues because the account(s) (A) meets a general exemption (See Annex A), or (B) has implemented
procedures to reduce the beneficial interests of all Covered Persons of a particular company with respect to new issues to in
the aggregate below 25%, and the undersigned hereby represents that it will follow such procedures in connection with the purchase
by the account(s) of all new issues.


 


For
purposes of clause (ii) above, the undersigned is entitled to presume that any beneficial interests in an account held by a Qualifying
Private Fund (except for interests of beneficial owners that are control persons of the investment adviser to that Qualifying
Private Fund) are not held by a Covered Person.


 


The
undersigned hereby certifies that the undersigned is authorized to provide this Certification and that the undersigned, or an
authorized representative of the account, will promptly notify Boustead Securities in the event this Certification ceases to be
true and correct. In connection to the U.S. Securities & Exchange Commission’s electronic delivery of information requirements,
the undersigned agrees to receive electronic mail for the purpose of recertifying this Certification through negative consent
and to notify Boustead Securities in writing if the undersigned does not agree to receive such communications.


 






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	Institution
    Name	Address,
    City, State, Zip
	Name
    of Authorized Signatory	Date
    (mm/dd/yy)	Tax
    ID / EIN / Reg No
	Title
    of Authorized Signatory	Telephone
	Signature
    of Authorized Signatory	Email
    Address


  


SECTION
C. Investor Representations.


 


		1.	Investor
represents that it has received (or otherwise had access to the electronic filing on the SEC website) the Prospectus prior to
or in connection with receipt of this Agreement.



 


		2.	Investor
represents that it understands and acknowledges that Investor’s subscription for the Shares indicated on the Signature Page hereto
may be accepted or rejected in whole or in part by the Company, for any reason and in their sole and absolute discretion.





 






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