Regencell (RGC) raises $20M in registered direct stock offering

Rhea-AI Filing Summary

Regencell Bioscience Holdings Limited closed a registered direct offering of ordinary shares, raising approximately $20.0 million in gross proceeds. The deal was led by a new fundamental institutional investor that contributed $19 million, with additional participation from Univest Securities, LLC.

The company sold an aggregate of 985,222 ordinary shares at $20.30 per share under a previously filed automatic shelf registration statement on Form F-3. Univest acted as sole placement agent. Regencell describes itself as an early-stage bioscience company focused on Traditional Chinese Medicine treatments for ADHD and autism spectrum disorder.

Insights

Equity capital markets analyst

Regencell raises $20M via registered direct share sale.

Regencell Bioscience completed a registered direct offering of 985,222 ordinary shares at $20.30 per share, generating gross proceeds of about $20.0 million. A new fundamental institutional investor provided $19 million, with further participation from Univest Securities, which also acted as sole placement agent.

This transaction strengthens the company’s cash position using an already effective Form F-3 shelf registration statement filed on March 30, 2026. As an early-stage bioscience company focused on Traditional Chinese Medicine for ADHD and autism spectrum disorder, additional capital can support research, development and commercialization efforts, though specific deployment of proceeds is not detailed in the excerpt.

The closing of the offering was supported by a prospectus supplement filed on May 19, 2026. Subsequent periodic filings may provide more detail on how the new funds affect Regencell’s operating runway and development plans.

Key Figures

Gross proceeds: $20.0 million Shares sold: 985,222 ordinary shares Offering price: $20.30 per share +3 more

6 metrics

Gross proceeds $20.0 million Aggregate gross proceeds from registered direct offering

Shares sold 985,222 ordinary shares Aggregate number of ordinary shares sold in the offering

Offering price $20.30 per share Purchase price per ordinary share in the offering

Lead investor commitment $19 million Investment from new fundamental institutional investor

Shelf registration file number 333-294722 Form F-3 shelf used for the offering

Shelf filing date March 30, 2026 Date Form F-3 was filed and became effective

Key Terms

registered direct offering, shelf registration statement, Form F-3, prospectus supplement, +1 more

5 terms

registered direct offering financial

"announced the closing of a registered direct offering (the “offering”) of approximately $20.0 million"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"made pursuant to a shelf registration statement on Form F-3 (File No. 333-294722)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-294722)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A prospectus supplement (File No. 333-294722) and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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 May 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 ☐

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release – Regencell Bioscience Holdings Limited Announces Closing of Registered Direct Offering of Ordinary Shares

1

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: May 22, 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]

2

Exhibit 99.1

Regencell Bioscience Holdings Limited Announces Closing of Registered Direct Offering of Ordinary Shares

HONG KONG, May 22, 2026 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”) announced the closing of a registered direct offering (the “offering”) of approximately $20.0 million led by a $19 million investment from a new fundamental institutional investor with further participation from Univest Securities, LLC (“Univest”), as previously announced on May 19, 2026.

Under the terms of the securities purchase agreement in connection with the offering, the Company agreed to sell an aggregate of 985,222 ordinary shares, par value $0.00001 per share (the “Ordinary Shares”) at a purchase price of $20.30 per Ordinary Share. The aggregate gross proceeds of the offering to the Company were approximately $20.0 million.

Univest acted as the sole placement agent for the offering.

The offering was made pursuant to a shelf registration statement on Form F-3 (File No. 333-294722) which was filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 30, 2026 and became automatically effective upon filing on March 30, 2026. A prospectus supplement (File No. 333-294722) and accompanying prospectus describing the terms of the offering were filed with the SEC by the Company on May 19, 2026 and are available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus may be obtained by contacting Univest at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor will there be any sales of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Regencell Bioscience Holdings Limited

We are an early-stage bioscience company that focuses on research, development and commercialization of Traditional Chinese Medicine for the treatment of neurocognitive disorders and degeneration, specifically Attention Deficit Hyperactivity Disorder and Autism Spectrum Disorder. Our goal is to save and improve the lives of the patients, their families and caregivers and become a market leader for natural and holistic treatments for neurological disorders globally.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Among other things, the business outlook from management in this press release, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the SEC on Forms 20-F and Form 6-K, in its annual reports to shareholders, in its and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties.

A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, financial condition and results of operations; changes in the Company’s expenditures; general economic and business conditions globally; and assumptions underlying or related to any of the foregoing.

Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. All information provided in this press release is as of the date hereof, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.

CONTACT:

Regencell Bioscience Holdings Limited Investor Relations
James Chung
ir@rgcbio.com

SOURCE:

Regencell Bioscience Holdings Limited

FAQ

What capital did Regencell Bioscience (RGC) raise in its latest offering?

Regencell Bioscience raised approximately $20.0 million in gross proceeds through a registered direct offering of ordinary shares. The financing was completed under an effective Form F-3 shelf registration statement and supported by a prospectus supplement filed with the U.S. Securities and Exchange Commission.

How many Regencell Bioscience (RGC) shares were sold and at what price?

Regencell sold an aggregate of 985,222 ordinary shares at a purchase price of $20.30 per share in the registered direct offering. These shares were issued pursuant to a securities purchase agreement described in the company’s prospectus supplement filed on May 19, 2026.

Who led Regencell Bioscience’s May 2026 registered direct offering?

The offering was led by a new fundamental institutional investor, which invested about $19 million. Additional participation came from Univest Securities, LLC, which also acted as the sole placement agent for the transaction, coordinating the sale of the ordinary shares to investors.

Under which SEC registration did Regencell (RGC) conduct this offering?

The share sale was conducted under a Form F-3 shelf registration statement (File No. 333-294722) that Regencell filed with the SEC on March 30, 2026. This registration statement became automatically effective on the same date, enabling the company’s registered direct offering.

What is Regencell Bioscience’s business focus mentioned in the filing?

Regencell describes itself as an early-stage bioscience company focused on Traditional Chinese Medicine for neurocognitive disorders and degeneration, specifically ADHD and autism spectrum disorder. Its goal is to provide natural, holistic treatments to patients, families and caregivers worldwide.

Where can investors access Regencell Bioscience’s prospectus for this offering?

Investors can access the prospectus supplement and accompanying prospectus on the SEC’s website at sec.gov. Electronic copies may also be obtained by contacting Univest Securities, LLC via email at info@univest.us or by calling the phone number provided in the announcement.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - REGENCELL BIOSCIENCE HOLDINGS LIMITED ANNOUNCES CLOSING OF REGIS 9.3 KB