Regencell Bioscience (RGC) adds sales agreement and Cayman tax opinion to F-3

Rhea-AI Filing Summary

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.

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 March 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 Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

INCORPORATION BY REFERENCE

The documents attached as Exhibits 1.1, 8.1 and 23.2 to this current report on Form 6-K are 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(the “Company”), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

The Company is filing material documents not previously filed. 

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
1.1		Form of Sales Agreement between Regencell Bioscience Holdings Limited and Univest Securities, LLC
8.1		Opinion of Ogier (Cayman) LLP regarding certain Cayman Islands tax matters
23.3		Consent of Ogier (Cayman) LLP (included in Exhibit 8.1)

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: March 30, 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

FAQ

What did Regencell Bioscience Holdings Limited (RGC) file in this Form 6-K?

Regencell Bioscience filed a Form 6-K to incorporate additional exhibits into its existing Form F-3 registration statement and related prospectus supplement, making a sales agreement and Cayman tax opinion part of those U.S. offering documents.

How does this Form 6-K affect Regencell Bioscience’s Form F-3 registration?

The Form 6-K makes specified exhibits part of Regencell Bioscience’s existing Form F-3 registration statement by reference, so the sales agreement, tax opinion, and consent are legally included in the company’s U.S. shelf registration documentation.

Which documents are attached to Regencell Bioscience’s Form 6-K for March 2026?

The filing attaches a form of sales agreement with Univest Securities, LLC, an opinion of Ogier (Cayman) LLP on certain Cayman Islands tax matters, and Ogier’s consent, which is included within the tax opinion exhibit.

What is the role of Univest Securities, LLC in Regencell Bioscience’s filing?

Univest Securities, LLC appears as Regencell Bioscience’s counterparty in a form of sales agreement attached to the Form 6-K, indicating Univest may act as a sales agent or intermediary in potential securities sales under the company’s Form F-3.

Why is Ogier (Cayman) LLP involved in Regencell Bioscience’s Form 6-K?

Ogier (Cayman) LLP provides an opinion on certain Cayman Islands tax matters and a related consent. These legal opinions support the company’s status and tax treatment under Cayman law for investors relying on the Form F-3 and prospectus supplement.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 FORM OF SALES AGREEMENT BETWEEN REGENCELL BIOSCIENCE HOLDINGS LIMITED AND UNIVES 228.8 KB
• EX-8.1 OPINION OF OGIER (CAYMAN) LLP REGARDING CERTAIN CAYMAN ISLANDS TAX MATTERS 33.4 KB