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 February 2026
Commission File Number: 001-40617
Regencell Bioscience Holdings Limited
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 ☐
Lock-up of Directors and Employees
Regencell Bioscience Holdings Limited today
announced that all employees and directors who were previously granted stock options have agreed to a further lock-up undertaking
for an additional 12 months, until April 20, 2027. Under this extended undertaking, 100% of each such employee’s shares and
vested share options and 82% to 92% of each such director’s shares and vested share options will remain subject to the lock-up
undertaking during the additional 12-month lock-up period. A form of the lock-up undertaking extension is attached hereto as Exhibit
99.1. Previously, all such directors and employees had signed lock-up undertakings and related extensions until April 20, 2026.
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: February 13, 2026
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Regencell Bioscience Holdings Limited |
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By: |
/s/ Yat-Gai Au |
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Name: |
Yat-Gai Au |
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Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
[Signature Page to Form 6-K]
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Letter of Lock-up Undertaking |
Exhibit 99.1
FORM
OF Fifth EXTENSION OF letter of Lock-Up Undertaking
Date:
| To: | Regencell Bioscience Holdings Limited (the “Company”) |
References are made in this
forth extension of the letter of lock-up undertaking (this “Fifth Extension of Lock-Up Undertaking”) to:
| 1. | An agreement of option to purchase ordinary shares of Regencell Bioscience Holdings Limited dated June
9, 2021, under which the Company granted certain options (the “Options”) to purchase ordinary shares of the Company
in the amounts set forth therein; |
| 2. | A letter of lock-up undertaking by the Optionee dated May 6, 2022, under which the Optionee undertook
to the Company, within the period of one year and six months immediately following the closing of the initial public offering of the Company,
not to, and to procure any entities controlled by the Optionee and any trusts of which the Optionee is a beneficiary not to, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
for the sale of, or otherwise transfer or dispose of any of the Options or shares issued upon exercise of the Options (the “Lock-Up
Undertaking”); |
| 3. | A letter of lock-up undertaking by the Optionee dated October 12, 2022, under which the Optionee undertook
to the Company to extend the Lock-Up Undertaking for an additional six months (the “First Extension of the Lock-Up Undertaking”); |
| 4. | A letter of lock-up undertaking by the Optionee dated April 19, 2023, under which the Optionee undertook
to the Company to extend the Lock-Up Undertaking and the First Extension of the Lock-Up Undertaking for an additional six months (the
“Second Extension of the Lock-Up Undertaking”); |
| 5. | A letter of lock-up undertaking by the Optionee dated November 24, 2023, under which the Optionee undertook
to the Company to extend the Lock-Up Undertaking for an additional twelve months (the “Third Extension of the Lock-Up Undertaking”), |
| 6. | A letter of lock-up undertaking by the Optionee dated October 30, 2024, under which the Optionee undertook
to the Company to extend the Lock-Up Undertaking for an additional fifteen months until April 20, 2026 (the “Fourth Extension
of the Lock-Up Undertaking,” and together with the Lock-Up Undertaking, the First Extension of the Lock-Up Undertaking, the
Second Extension of the Lock-Up Undertaking and the Third Extension of the Lock-Up Undertaking, the “Lock-Up Undertakings”). |
For good and valuable consideration
received by the Optionee from the Company, the Optionee hereby agrees to enter into this Fifth Extension of Lock-Up Undertaking to extend
the Lock-Up Undertakings for an additional twelve months until April 20, 2027, except that during the term of this Fifth Extension of
the Lock-Up Undertaking, the Optionee may offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of up to %
of the Options that have been vested as of the date hereof (and the shares issued upon exercise of such Options).
The laws of New York shall govern
the interpretation, validity, administration, enforcement, and performance of the terms of this Fifth Extension of Lock-Up Undertaking,
regardless of the law that might be applied under principles of conflicts of laws.
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remainder of this page is intentionally left blank]
In
Witness Whereof, the Optionee has executed this letter agreement as of the date first set forth above.
_______________________________
Acknowledged by
Regencell Bioscience Holdings Limited
_______________________________
Yat-Gai Au
Chief Executive Officer
Signature Page of Fifth Extension of Letter of
Lock-Up Undertaking
