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Auditor switch at Regencell (Nasdaq: RGC) after going concern note

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Regencell replaces its auditor with no reported disputes, but going concern and control weaknesses remain notable.

Regencell Bioscience reports that Marcum Asia was dismissed and HTL International appointed as independent auditor effective April 16, 2026. Auditor changes draw attention, but the company states there were no disagreements on accounting principles, disclosures, or audit scope.

Marcum Asia’s prior reports for the years ended June 30, 2024 and June 30, 2025 included an explanatory paragraph about Regencell’s ability to continue as a going concern, and the company references previously disclosed material weaknesses in internal control. These factors highlight financial and control risks that investors typically weigh alongside future audited results for the year ending June 30, 2026.

Auditor dismissal date April 16, 2026 Effective date of Marcum Asia dismissal as auditor
New auditor appointment date April 16, 2026 Effective date HTL International engaged as auditor
Audit year for new auditor Year ending June 30, 2026 HTL to audit consolidated financial statements
Prior audited years Years ended June 30, 2024 and 2025 Marcum Asia’s audit coverage for Regencell
Form 20-F filing date October 31, 2025 Date of filing disclosing material weaknesses
Marcum Asia SEC letter exhibit Exhibit 16.1 Letter to SEC dated April 17, 2026
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm, effective April 16, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"except for an explanatory paragraph related to the Company’s ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
material weaknesses financial
"other than the material weaknesses as disclosed in the Company’s Form 20-F"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
reportable events regulatory
"or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F"
disagreements regulatory
"there were no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F"
Form 6-K: How Foreign Companies Report to the SEC →

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2026

 

Commission File Number: 001-40617

 

Regencell Bioscience Holdings Limited

(Registrant’s Name)

 

9/F Chinachem Leighton Plaza

29 Leighton Road

Causeway Bay, Hong Kong

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒            Form 40-F ☐

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

This current report on Form 6-K, including the exhibit hereto, is hereby incorporated by reference into the Registration Statement on Form F-3 (No. 333-294722) filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 30, 2026 and the prospectus supplement (No. 333-294722) filed with the Commission on March 30, 2026 by Regencell Bioscience Holdings Limited (the “Company”), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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Regencell Bioscience Holdings Limited Announces Changes in Registrant’s Certifying Accountant

 

Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”) today announced that its board of directors and the audit committee have approved the dismissal of Marcum Asia CPAs LLP (“Marcum Asia”) as the Company’s independent registered public accounting firm, effective April 16, 2026. The Company’s board of directors and its audit committee have approved the appointment of HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm, effective April 16, 2026, to audit the consolidated financial statements of the Company as of and for the year ending June 30, 2026.

 

Marcum Asia’s audit report on the Company’s consolidated financial statements as of and for the years ended June 30, 2024 and 2025 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except for an explanatory paragraph related to the Company’s ability to continue as a going concern. During the audit for the fiscal years ended June 30, 2024 and June 30, 2025 and the subsequent period through the dismissal date of April 16, 2026, there were no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions, between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum Asia, would have caused Marcum Asia to make reference to the subject matter of the disagreements in connection with its report on the consolidated financial statements, or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses as disclosed in the Company’s Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 31, 2025.

 

During the fiscal years ended June, 30 2024 and 2025, and the subsequent interim period prior to the Company’s engagement of HTL on April 16, 2026, neither the Company nor anyone on behalf of the Company consulted with HTL regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by HTL that HTL concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).

 

The Company provided Marcum Asia with the disclosures in this current report on Form 6-K and requested that Marcum Asia furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. Marcum Asia’s letter of response is filed as an exhibit to this current report on Form 6-K.

 

EXHIBIT INDEX

 

Exhibit No.   Description of Exhibit
16.1   Letter from Marcum Asia CPAs LLP to the Securities and Exchange Commission, dated April 17, 2026.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: April 17, 2026

 

  Regencell Bioscience Holdings Limited
   
  By: /s/ Yat-Gai Au
Name:  Yat-Gai Au
  Title: Chief Executive Officer and
    Chairman of the Board of Directors

 

[Signature Page to Form 6-K]

 

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Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Regencell Bioscience (RGC) announce in this Form 6-K?

Regencell Bioscience dismissed Marcum Asia CPAs LLP and appointed HTL International, LLC as its independent registered public accounting firm, effective April 16, 2026. HTL will audit the company’s consolidated financial statements for the year ending June 30, 2026, replacing Marcum Asia in that role.

Did Marcum Asia issue any adverse opinions on Regencell Bioscience (RGC) before dismissal?

Marcum Asia’s audit reports on Regencell’s consolidated financial statements for the years ended June 30, 2024 and 2025 did not contain adverse opinions or disclaimers. However, each report included an explanatory paragraph about the company’s ability to continue as a going concern, highlighting financial uncertainty around ongoing operations.

Were there disagreements between Regencell Bioscience (RGC) and Marcum Asia before the auditor change?

The company states there were no disagreements with Marcum Asia on accounting principles, financial statement disclosure, or auditing scope during the audits for fiscal 2024 and 2025 and through April 16, 2026. It also reports no reportable events, except previously disclosed material weaknesses described in its October 31, 2025 Form 20-F.

What are the internal control issues mentioned for Regencell Bioscience (RGC)?

Regencell refers to “material weaknesses” in internal control over financial reporting, previously disclosed in its Form 20-F filed October 31, 2025. In this Form 6-K, the company notes these weaknesses as the only reportable events related to Marcum Asia, aside from the going concern explanatory paragraph.

Did Regencell Bioscience (RGC) consult HTL International before engaging it as auditor?

Regencell reports that during fiscal years ended June 30, 2024 and 2025, and up to HTL’s engagement on April 16, 2026, it did not consult HTL on accounting principles, audit opinions, or reportable events. No written or oral advice from HTL influenced the company’s accounting, auditing, or financial reporting decisions.

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