Regencell Bioscience (RGC) to raise about $20M in registered direct share sale

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Regencell is raising about $20 million through a registered direct share sale.

Regencell Bioscience plans to issue 985,222 ordinary shares at $20.30 each in a registered direct offering, for expected gross proceeds of roughly $20.0 million. A new fundamental institutional investor is leading the deal with a $19 million commitment, alongside Univest Securities, LLC.

The transaction uses an effective Form F-3 shelf registration, allowing relatively quick capital access. Univest serves as sole placement agent, and closing is targeted for on or about May 20, 2026, subject to customary conditions. Net cash raised will depend on offering-related costs, which are not detailed here.

Subsequent company filings and the prospectus supplement on May 19, 2026 may provide more clarity on how management plans to use the new capital, as well as any additional terms in the securities purchase and placement agent agreements listed among the exhibits.

Key Figures

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

6 metrics

Shares offered 985,222 shares Ordinary shares in registered direct offering

Offering price $20.30 per share Purchase price for each ordinary share

Gross proceeds $20.0 million Expected aggregate gross proceeds to the company

Lead investment $19 million Investment from new fundamental institutional investor

Shelf registration file number 333-294722 Form F-3 shelf registration statement

Expected closing date May 20, 2026 Anticipated closing of the offering, subject to conditions

Key Terms

registered direct offering, shelf registration statement, prospectus supplement, placement agent, +2 more

6 terms

registered direct offering financial

"at a purchase price of $20.30 per Ordinary Share in a registered direct offering"

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

"The offering is being made pursuant to a shelf registration statement on Form F-3"

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.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed"

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.

placement agent financial

"Univest is acting as the sole placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

Securities Purchase Agreement financial

"Form of Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Opinion of Ogier (Cayman) LLP regulatory

"Opinion of Ogier (Cayman) LLP regarding certain Cayman Islands tax matters"

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 ☐

INCORPORATION BY REFERENCE

This current report on Form 6-K, including the exhibits 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 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.

1

Regencell Bioscience Holdings Limited Announces Registered Direct Offering of Ordinary Shares

Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”), today announced that it has entered into a definitive agreement with investors for the purchase and sale of an aggregate of 985,222 of the Company’s ordinary share, par value $0.00001 per share (the “Ordinary Shares”) at a purchase price of $20.30 per Ordinary Share in a registered direct offering (the “offering”) led by a $19 million investment from a new fundamental institutional investor with further participation from Univest Securities, LLC (“Univest”). The aggregate gross proceeds of the offering to the Company are expected to be approximately $20.0 million. The transaction is expected to close on or about May 20, 2026, subject to customary closing conditions.

Univest is acting as the sole placement agent for the offering.

The offering is being 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 will be filed with the SEC by the Company on May 19, 2026 and will be 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 current report on Form 6-K 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.

2

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
8.1		Opinion of Ogier (Cayman) LLP regarding certain Cayman Islands tax matters
10.1		Form of Securities Purchase Agreement
10.2		Form of Placement Agent Agreement
23.3		Consent of Ogier (Cayman) LLP (included in Exhibit 8.1)

3

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 19, 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

4

FAQ

What capital is Regencell Bioscience Holdings (RGC) raising in this transaction?

Regencell Bioscience plans to raise approximately $20.0 million in gross proceeds. This comes from selling 985,222 ordinary shares at $20.30 per share in a registered direct offering to institutional and other investors.

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

The company agreed to sell 985,222 ordinary shares at a purchase price of $20.30 per share. These shares are offered through a registered direct transaction led by a new fundamental institutional investor and Univest Securities, LLC.

Who is leading Regencell Bioscience’s new registered direct offering?

A new fundamental institutional investor is leading the offering with a $19 million investment. Univest Securities, LLC is also participating and is acting as the sole placement agent responsible for arranging and placing the shares.

When is the Regencell Bioscience (RGC) share offering expected to close?

The transaction is expected to close on or about May 20, 2026. Completion depends on standard closing conditions typically required in capital markets deals, as described in the company’s announcement and related offering documents.

Under which SEC registration is Regencell Bioscience conducting this offering?

The offering is being conducted under an effective Form F-3 shelf registration statement with file number 333-294722. A related prospectus supplement and accompanying prospectus describe the terms and will be filed and available on the SEC’s website.

Where can investors access the Regencell Bioscience (RGC) prospectus for this offering?

Investors can access electronic copies of the prospectus supplement and accompanying prospectus on the SEC’s website. They may also request them directly from Univest Securities, LLC via email or telephone, as indicated in the company’s announcement.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 194.0 KB
• EX-10.2 FORM OF PLACEMENT AGENT AGREEMENT 185.1 KB

Other Documents

• EX-8.1 OPINION OF OGIER (CAYMAN) LLP REGARDING CERTAIN CAYMAN ISLANDS TAX MATTERS 35.8 KB