Regencell Bioscience Holdings Limited filings document a Cayman Islands foreign private issuer developing Traditional Chinese Medicine candidates for ADHD, ASD and infectious-disease applications. Its Form 6-K reports include unaudited condensed consolidated interim financial statements, management financial results and disclosure incorporated by reference into registration materials.
The filing record also covers ordinary-share capital matters, including registration statements, prospectus supplements, sales agreements and employee and director lock-up undertakings tied to options and shares. Governance disclosures address board and committee changes, while auditor-change filings describe independent registered public accounting firm appointments, audit history and going-concern-related audit-report language.
Regencell Bioscience Holdings Limited is conducting a registered direct offering of 985,222 Ordinary Shares at $20.30 per share. The offering is being sold directly to certain investors pursuant to a securities purchase agreement and a prospectus supplement dated May 19, 2026. The Placement Agent, Univest Securities, LLC, agreed to purchase 49,262 Ordinary Shares for $1.0 million and will receive cash fees equal to 6.5% of aggregate gross proceeds. Net proceeds to the company are expected to be approximately $18.4 million, intended for working capital and general corporate purposes. Shares outstanding were 494,488,908 as of December 31, 2025.
Regencell Bioscience Holdings Limited has entered into a definitive agreement for a registered direct offering of 985,222 ordinary shares at $20.30 per share. The company expects aggregate gross proceeds of approximately $20.0 million, led by a $19 million investment from a new fundamental institutional investor, with additional participation from Univest Securities, LLC.
The transaction is expected to close on or about May 20, 2026, subject to customary closing conditions, with Univest acting as sole placement agent. The offering is being made under an effective shelf registration statement on Form F-3, with a related prospectus supplement and accompanying prospectus to be filed and made available through the SEC and Univest.
Regencell Bioscience Holdings Limited has entered a definitive agreement for a registered direct offering of 985,222 ordinary shares at $20.30 per share. The company expects aggregate gross proceeds of about $20.0 million from this primary share sale.
The offering is led by a new fundamental institutional investor committing $19 million, with additional participation from Univest Securities, LLC, which acts as sole placement agent. The transaction is expected to close on or about May 20, 2026, subject to customary closing conditions.
Regencell Bioscience Holdings Limited has changed its independent auditor. The board and audit committee dismissed Marcum Asia CPAs LLP and appointed HTL International, LLC as independent registered public accounting firm, both effective April 16, 2026, to audit the consolidated financial statements for the year ending June 30, 2026.
Marcum Asia’s reports on the years ended June 30, 2024 and 2025 contained an explanatory paragraph about Regencell’s ability to continue as a going concern but no adverse or qualified opinion. The company reports no disagreements with Marcum Asia and no reportable events other than previously disclosed material weaknesses in its Form 20-F filed October 31, 2025.
Regencell Bioscience Holdings Limited furnished a Form 6-K to add key legal documents into its existing U.S. securities registration materials. The filing incorporates a Form F-3 registration statement and related prospectus supplement by reference.
The 6-K attaches a form of sales agreement with Univest Securities, LLC, a Cayman Islands tax opinion from Ogier (Cayman) LLP, and Ogier’s related consent. These exhibits become part of the company’s Form F-3 and prospectus supplement once this report is furnished.
Regencell Bioscience Holdings Limited has established an at-the-market equity offering program allowing it to offer and sell up to $500,000,000 of its ordinary shares from time to time. The shares will be issued under an automatically effective shelf registration statement on Form F-3.
The company entered into a sales agreement with Univest Securities, LLC as sales agent, which will use commercially reasonable efforts to sell shares on Nasdaq or via other permitted methods at prevailing market prices. Regencell currently intends to use any net proceeds primarily for working capital, capital expenditures and general corporate purposes.
Regencell Bioscience Holdings Limited proposes an at-the-market offering of up to $500,000,000 of Ordinary Shares through Univest Securities, LLC as sales agent under a Sales Agreement dated March 30, 2026. Sales may occur from time to time on Nasdaq or by other at-the-market methods at prevailing market prices.
The prospectus supplement states 494,488,908 Ordinary Shares were outstanding prior to this offering and illustrates an example where sales of up to $500,000,000 at an assumed price of $25.67 per share would increase shares outstanding to up to 513,966,897. Net proceeds are intended for working capital, capital expenditures and general corporate purposes. The filing discloses material risks including potential dilution, PFIC tax treatment for U.S. holders for the year ended June 30, 2025, and an auditor’s going-concern explanatory paragraph.
Regencell Bioscience Holdings Ltd reported the initial holdings of director Dr. William Wing Yan Lo on a Form 3. The filing shows he holds a stock option to purchase 592,230 ordinary shares at an exercise price of $0.84 per share.
The option was granted on January 1, 2022 under the company’s 2021 Share Option Plan, vested in equal installments over four anniversaries of the grant date, and is now fully vested. The option expires on December 31, 2032. The Form 3 reflects existing derivative holdings rather than a new market buy or sell.
Regencell Bioscience Holdings Ltd director Margaret Hoor Han Lo has filed an initial ownership report showing her equity position in the company. She directly holds 604,050 ordinary shares. She also holds a stock option to purchase 592,230 ordinary shares at an exercise price of $17.40 per share, expiring on June 29, 2035. According to the disclosure, this option was granted on June 30, 2025 under the company’s 2021 Share Option Plan and vests in four equal annual installments on each anniversary of the grant date. The filing does not record any new purchases or sales, only the existing holdings and option grant terms.