[6-K] Regencell Bioscience Holdings Ltd Current Report (Foreign Issuer)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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
Commission
File Number
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 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(the “Company”), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Regencell Bioscience Holdings Limited Announces First Half 2026 Management Financial Results | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements of Regencell Bioscience Holdings Limited as of and for the Six Months Ended December 31, 2025 and 2024 | |
| 101.INS | Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
2
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 8, 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 | ||
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Exhibit 99.1
Regencell Bioscience Holdings Limited Announces First Half 2026 Management Financial Results
HONG KONG, May 8, 2026 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”) today announced its unaudited condensed consolidated interim financial results for the six months ended December 31, 2025.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
| As of December 31, | As of June 30, | |||||||
| 2025 | 2025 | |||||||
| Current assets | $ | 2,357,216 | $ | 4,902,813 | ||||
| Other assets | 656,170 | 852,769 | ||||||
| Total assets | 3,013,386 | 5,755,582 | ||||||
| Total liabilities | 1,794,003 | 895,308 | ||||||
| Total shareholders’ equity | 1,219,383 | 4,860,274 | ||||||
| Total liabilities and shareholders’ equity | $ | 3,013,386 | $ | 5,755,582 | ||||
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS
| For the Six Months Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| OPERATING EXPENSES: | ||||||||
| Selling and marketing | $ | 2,454 | $ | 7,329 | ||||
| General and administrative (including share-based compensation of $1.63 million and $0.22 million for the six months ended December 31, 2025 and 2024 respectively) | 4,921,978 | 1,463,125 | ||||||
| Research and development (including share-based compensation of $2 thousand and $0.08 million for the six months ended December 31, 2025 and 2024 respectively) | 416,030 | 507,381 | ||||||
| Total operating expenses | 5,340,462 | 1,977,835 | ||||||
| LOSS FROM OPERATIONS | $ | (5,340,462 | ) | $ | (1,977,835 | ) | ||
| OTHER INCOME, NET | 22,475 | 124,222 | ||||||
| LOSS BEFORE INCOME TAXES | (5,317,987 | ) | (1,853,613 | ) | ||||
| PROVISION FOR INCOME TAX | - | - | ||||||
| NET LOSS | $ | (5,317,987 | ) | $ | (1,853,613 | ) | ||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign currency translation adjustment | 40,065 | 48,881 | ||||||
| COMPREHENSIVE LOSS | $ | (5,277,922 | ) | $ | (1,804,732 | ) | ||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||
| Basic and diluted* | 494,488,908 | 494,488,908 | ||||||
| LOSS PER SHARE (CENTS) | ||||||||
| Basic and diluted* | $ | (1.08 | ) | $ | (0.37 | ) | ||
| * | Giving retroactive effect to the 38-for-1 share split effected on June 13, 2025. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis”) is designed to provide you with a narrative explanation of the financial condition and results of operations of Regencell Bioscience Holdings Limited as of and for the six months ended December 31, 2025. Unless otherwise indicated or the context otherwise requires, all references in this discussion and analysis to “RGC”, the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Regencell Bioscience Holdings Limited and its consolidated subsidiaries.
You should read this Management’s Discussion and Analysis in conjunction with our summary of unaudited condensed consolidated interim financial statements as of and for the six months ended December 31, 2025. You should also read this Management’s Discussion and Analysis in conjunction with our audited consolidated financial statements, including the notes thereto, and the section titled “Risk Factors” included in the Company’s Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (“SEC”) on October 31, 2025.
Our unaudited condensed consolidated interim financial statements were prepared in accordance with U.S. GAAP. The Company’s functional currency is Hong Kong Dollar (“HK$”) and its financial statements are presented in U.S. dollars. “HK$” refers to the legal currency of Hong Kong and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the United States. We have made rounding adjustments to some of the figures included in this Management’s Discussion and Analysis. Accordingly, any numerical discrepancies in any table between totals and sums of the amounts listed are due to rounding.
Operating Expenses
| For the Six Months Ended | For the Six Months Ended | |||||||||||||||
| December 31, | December 31, | Change | Change | |||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Selling and marketing | $ | 2,454 | $ | 7,329 | $ | (4,875 | ) | (67 | )% | |||||||
| General and administrative (including share-based compensation of $1.63 million and $0.22 million for the six months ended December 31, 2025 and 2024 respectively) | 4,921,978 | 1,463,125 | 3,458,853 | 236 | % | |||||||||||
| Research and development (including share-based compensation of $2 thousand and $0.08 million for the six months ended December 31, 2025 and 2024 respectively) | 416,030 | 507,381 | (91,351 | ) | (18 | )% | ||||||||||
| Total operating expenses | $ | 5,340,462 | $ | 1,977,835 | $ | 3,362,627 | 170 | % | ||||||||
During the six months ended December 31, 2025, we incurred total operating expenses of approximately $5.3 million, an increase of approximately $3.4 million, or 170%, as compared to total operating expenses of approximately $2.0 million during the six months ended December 31, 2024.
Selling and marketing expenses decreased by approximately $5 thousand, or 67%, to approximately $2 thousand for the six months ended December 31, 2025 from approximately $7 thousand for the six months ended December 31, 2024. The selling and marketing expenses were mainly relating to digital marketing and the decrease was mainly due to a decrease in digital marketing activities.
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General and administrative expenses increased by approximately $3.5 million, or 236%, to approximately $4.9 million for the six months ended December 31, 2025 from approximately $1.5 million for the six months ended December 31, 2024. The increase was mainly attributable to (i) an increase in share-based compensation for general and administrative personnel of approximately $1.4 million; (ii) an increase in professional fees of approximately $2.3 million for legal and other expenses due to the investigation matters, partially offset by (iii) a decrease in rental expenses of approximately $0.08 million; (iv) a decrease in payroll expenses of approximately $0.06 million; and (v) a decrease in travelling and entertainment expenses of approximately $0.07 million.
Research and development expenses decreased by approximately $0.09 million, or 18%, to approximately $0.4 million for the six months ended December 31, 2025 from approximately $0.5 million for the six months ended December 31, 2024. The decrease was mainly due to decrease in share-based compensation for research and development personnel of approximately $0.08 million.
Other income, net
Total other income, net was approximately $0.02 million for the six months ended December 31, 2025 and total other income, net was approximately $0.1 million for the six months ended December 31, 2024.
Other income mainly consisted of cash received from interest income. The decrease in other income was due to the decrease in principal and interest rate which resulted in lower interest income received.
Net loss
Our net loss increased by approximately $3.5 million, or 187%, to approximately $5.3 million for the six months ended December 31, 2025, from approximately $1.8 million for the six months ended December 31, 2024. Such change was a result of the combination of the changes described above.
Basic and diluted loss per share
Basic and diluted loss per share were 1.08 cents for the six months ended December 31, 2025, compared to 0.37 cents in the same period of 2024, which had taken the retroactive effect of the 38-for-1 forward stock split effected on June 13, 2025. For the six months ended December 31, 2025 and 2024, there were no dilutive shares.
Total Assets
As of December 31, 2025, our total assets stood at approximately $3.0 million compared to approximately $5.8 million as of June 30, 2025.
Cash
As of December 31, 2025, our cash remained stable at approximately $2.4 million compared to approximately $2.4 million as of June 30, 2025.
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Cautionary Note Regarding Forward-Looking Statements
This Management’s Discussion and Analysis 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 Management’s Discussion and Analysis, 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 6-K, in its annual reports to shareholders, in 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 herein is as of the date of this Management’s Discussion and Analysis, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable laws.
In addition to the information disclosed in the Company’s prior filings with the SEC, investors should consider recent developments, including but not limited to:
| ● | On April 24, 2026, a single shareholder filed a putative class action complaint against the Company and certain of its directors and/or officers asserting claims under the Exchange Act related to the Company’s statements concerning the volatility in the market for our Ordinary Shares. The case is pending in the U.S. District Court for the District of Maryland and is in preliminary stages. The Company believes these claims are without merit and intends to vigorously defend against them. |
While we are not currently subject to any legal or administrative proceedings other than the litigation noted above, it is possible that government investigations, including the pending investigation in which we are involved, and related legal and administrative proceedings in the future, if any, could result in the institution of administrative, injunctive, or other proceedings against us and/or our directors, officers, or employees or the imposition of fines, suspension, or other remedies and sanctions. Because the outcome of any complex litigation is inherently uncertain, it is possible that we may be required to pay fines, penalties, damages or settlement costs in excess of our insurance coverage, if any, related to the investigation. Any such material costs and expenses or injunctive relief could have a material adverse effect on our financial condition and results of operations. Since the Company cannot predict the ultimate resolution might have on the Company’s financial position, results of operations or liquidity, the Company has not established any provision for losses relating to this matter.
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Exhibit 99.2
REGENCELL BIOSCIENCE HOLDINGS LIMITED
Index to Condensed Consolidated Financial Statements
| Page | ||
| Condensed Consolidated Balance Sheets at December 31, 2025 and June 30, 2025 (Unaudited) | F-2 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended December 31, 2025 and 2024 (Unaudited) | F-3 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended December 31, 2025 and 2024 (Unaudited) | F-4 | |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited) | F-5 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | F-6 to F-22 |
F-1
REGENCELL BIOSCIENCE HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED Balance sheets
(UNAUDITED)
| As of December 31, 2025 | As of June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Short-term investment | - | |||||||
| Prepayments and other receivables | - | |||||||
| Total current assets | ||||||||
| OTHER ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Long-term deposits | ||||||||
| Right-of-use assets, net | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued expenses | ||||||||
| Other payables – related parties | ||||||||
| Operating lease liabilities – current | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Operating lease liabilities – non – current | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
REGENCELL BIOSCIENCE HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| OPERATING EXPENSES: | ||||||||
| Selling and marketing | $ | $ | ||||||
| General and administrative (including share-based compensation of $ | ||||||||
| Research and development (including share-based compensation of $ | ||||||||
| Total operating expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME, NET | ||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | - | - | ||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign currency translation adjustment | ||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||
| Basic and diluted* | ||||||||
| LOSS PER SHARE | ||||||||
| Basic and diluted (cents)* | ( | ) | ( | ) | ||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
REGENCELL BIOSCIENCE HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
| Ordinary Shares* | Additional paid-in | Accumulated Other comprehensive | Accumulated | |||||||||||||||||||||
| Shares | Par value | Capital | loss | deficit | Total | |||||||||||||||||||
| BALANCE, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Share-based compensations | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | ||||||||||||||||||||
| BALANCE, December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| BALANCE, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Share-based compensations | - | - | - | - | ||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | ||||||||||||||||||||
| BALANCE, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
REGENCELL BIOSCIENCE HOLDINGS LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES: | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Proceeds from maturity of short-term investments | ||||||||
| Placements of short-term investments | - | ( | ) | |||||
| Net cash provided by investing activities | ||||||||
| EFFECT OF EXCHANGE RATE ON CASH | ||||||||
| NET CHANGE IN CASH | ( | ) | ( | ) | ||||
| CASH, beginning of year | ||||||||
| CASH, end of year | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | - | $ | - | ||||
| Cash paid for interest | $ | - | $ | - | ||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Right-of-use assets obtained in exchange of lease liabilities | - | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
Note 1 – Nature of business and organization
Regencell Bioscience Holdings Limited (“Regencell” or the “Company” or “we”) is a holding company incorporated as an exempted company on October 30, 2014, under the laws of the Cayman Islands and holding all of the outstanding share capital of Regencell Limited, established under the laws of Hong Kong on November 20, 2014, and Regencell Bioscience Limited, established under the laws of Hong Kong on May 12, 2015.
The Company, through its controlling interests in the wholly owned subsidiaries, operates an early-stage bioscience company that focuses on research, development and commercialization of Traditional Chinese Medicine (“TCM”) for the global treatment of neurocognitive disorder and degeneration, specifically for Attention Deficit Hyperactivity Disorder (“ADHD”) and Autism Spectrum Disorder (“ASD”). The Company is in the research and development stage and has not yet generated any revenue since inception.
In January 2018, the Company entered into Strategic Partnership Agreement with Mr. Sik-Kee Au (the “TCM Practitioner”), the father of Mr. Yat-Gai Au, CEO and director of the Company. Pursuant to the Strategic Partnership Agreement, the Company has exclusive rights including the intellectual property rights and ownership of all his TCM formula. Any inventions, TCM formula, utilities, models’ improvements, research, discoveries, designs, processes, methods of manufacture, and products conceived or made by the TCM Practitioner in relation to TCM shall be the sole and exclusive property of the Company.
The Strategic Partnership Agreement does not have
a termination date and will remain effective indefinitely under the Hong Kong law. The Strategic Partnership Agreement can be amended
or terminated by the mutual written agreement of the parties without breach. Pursuant to the Strategic Partnership Agreement, in exchange
for the rights, the Company is required to donate three percent (
On July 20, 2021, the Company consummated its
Initial Public Offering (“IPO”) of
On September 2, 2021, the Company’s wholly-owned
subsidiary, Regencell Bioscience Limited entered into a joint venture agreement with Honor Epic Enterprises Limited to form a joint venture,
Regencell Bioscience Asia Limited, under the laws of Hong Kong. The Company held
F-6
The Company has funded its operations primarily
from the net proceeds from the completion of its IPO.
| Name of Entity | Principal Activities | Place and Date of Incorporation | Ownership | |||
| Regencell Bioscience Limited | ||||||
| Regencell Limited | Production and testing laboratory Research and Development | |||||
| Regencell Bioscience Asia Limited | ||||||
| Regencell Bioscience North America Limited |
Note 2 – Liquidity and Going Concern
In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued.
For the six months ended December 31, 2025, the Company had net loss
amounted to $
Based on the Company’s recurring losses and negative cash flows from operations since inception, expectation of continuing operating losses and negative cash flows from operations for the foreseeable future, the contractual costs expected to be incurred in future periods and the need to raise additional capital to finance its future operations, the Company’s management concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of the unaudited condensed consolidated financial statements.
The Company is evaluating several strategies and actively pursuing actions aimed at enhancing its liquidity position. These actions include pursuing additional cost savings initiatives and seeking additional financing in both public and private markets. There can be no assurances, however, that the Company’s operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all.
The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
F-7
Note 3 – Summary of significant accounting policies
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent consolidated annual financial statements filed with the SEC on Form 20-F.
The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for the consolidated financial statements. Certain information and note disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair statement of the Company’s financial position as of December 31, 2025 and results of operation and cash flows for the six months ended December 31, 2025 and 2024. Results for the six months ended December 31, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future period.
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and comprehensive loss and unaudited condensed consolidated statement of changes in shareholders’ equity, respectively.
Use of estimates and assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Accounting estimates reflected in the Company’s consolidated financial statements required to be made by management include, but not limited to, the useful lives of property and equipment, impairment of long-lived assets, valuation of share options, share-based compensation, allowance for deferred tax assets. Actual results could differ from these estimates.
Risks and Uncertainties
The Company operates in an industry that is subject to intense competition, government regulations and rapid technological changes. Operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure.
F-8
Foreign currency translation and transaction
The reporting currency of the Company is the United States dollar (“$”). The Company conducts its businesses in Hong Kong in the local currency, Hong Kong Dollar (“HK$”), as its functional currency. The unaudited condensed consolidated balance sheet accounts, unaudited condensed consolidated statement of operations accounts and equity accounts are all translated at the exchange rate as quoted by the Hong Kong Monetary Authority (“HKMA”). The Company considers the foreign exchange risk in relation to transactions denominated in HK$ with respect to $ is not significant as HK$ is pegged to $.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange existing at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing at the transaction date. Transaction gains and losses are recognized in “other income, net.” Assets and liabilities denominated in foreign currencies are translated at the exchange rates at the balance sheet date. Equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive loss in the unaudited condensed consolidated statements of changes in shareholders’ equity and comprehensive loss.
Cash
Cash represents demand deposits placed with banks
or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or
less and are readily convertible to known amounts of cash. All of the cash balances as at December 31, 2025 and June 30, 2025, were maintained
at financial institutions in Hong Kong, and were insured by the Hong Kong Deposit Protection Board up to a limit of HK$
Short term investment
Short term investment represents certificates of bank deposits or time deposits that have a maturity, at the date of purchase, of less than one year.
Property and equipment, net
Property and equipment are stated at cost less
accumulated depreciation and impairment loss, if any.
| Useful Life | ||
| Leasehold improvement | Shorter of the remaining lease terms or estimated useful lives | |
| Office furniture, equipment and others | ||
| Motor vehicles |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
F-9
Prepayment
Prepayments primarily consist of prepayments for corporate apartments’ rental. Prepayments are classified as current based on the terms of the respective agreements. This prepayment is unsecured and is reviewed periodically to determine whether their carrying value has become impaired.
Long-term deposits
Long-term deposits present the deposits paid to the landlords as required on the signing of the various lease agreements and thereafter, to be held by the landlords as security for the performance of the Company’s obligations under the lease agreements. The deposits are classified as either current or non-current based on the terms of the respective agreements. The deposit is unsecured and is reviewed periodically to determine whether its carrying value has become impaired.
Impairment for long-lived assets
Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the six months ended December 31, 2025 and 2024, no impairment loss on long-lived assets was recognized.
Fair value measurement
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, short-term investment, accrued expenses and other payables – related parties approximate their recorded values due to their short-term maturities. The fair value of the long-term deposits approximates their carrying amounts because the deposit was paid in cash.
F-10
Selling and Marketing Expenses
Sales and marketing expenses were mainly for marketing initiatives and sponsorship with Non-Governmental Organizations (“NGOs”) and institutions that serves families with ADHD and ASD children, who voluntary sign up as qualified patients to be enrolled in our efficacy trial in the future. The Group expenses all advertising costs as incurred and classifies these costs under sales and marketing expenses. For the six months ended December 31, 2025 and 2024, the advertising expenses were approximately nil and nil, respectively.
Research and development Expenses
Research and development costs are charged to operations as incurred. The Company accounts for non-refundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made. Research and development expenses consist of costs incurred by the Company for the discovery and development of the Company’s product candidates. Research and development costs include, but not limited to, payroll and personnel expenses including share-based compensation, research studies supplies, fees for research studies services, consulting costs, and allocated overhead, including rent, equipment, and utilities.
Employee benefit plan
Employees of the Company located in Hong Kong
participate in a compulsory saving scheme (pension fund) for the retirement of residents in Hong Kong. Employees are required to contribute
monthly to mandatory provident fund schemes provided by approved private organizations, according to their salaries and the period of
employment. The Company is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum
amount specified by the local government. For the six months ended December 31, 2025 and 2024, the contribution made was approximately
$
Leases
The Company adopted the new lease accounting standard – ASC 842 on July 1, 2021. The Company determines if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on its consolidated balance sheet. Operating lease assets represent its right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments over the lease term. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using their incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term.
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Government grants
Government grants include financial incentives in the form of cash subsidies that involve no conditions or continuing performance obligations of the Company. Government grants are recognized as other non-operating income upon receipt.
F-11
Share-based compensation
The Company accounts for share-based compensation in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”). The Company determines whether an award should be classified and accounted for as a liability award or an equity award. All of the Company’s share-based awards were classified as equity awards and are recognized in the unaudited condensed consolidated financial statements based on their grant date fair values.
The Company has elected to recognize share-based
compensation using graded vesting method over the requisite service period, which is the vesting period. The Company accounts for forfeitures
as they occur in accordance with ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvement to Employee Share-based
Payment Accounting. The Company, with the assistance of an independent third-party valuation firm, determined the fair value of the share
options granted to employees. The Black Scholes Model and/or the Binomial Model was applied in determining the estimated fair value of
the options granted to employees and non-employees. During the six months ended December 31, 2025 and 2024, nil and
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized
is the largest amount of tax benefit that is greater than
(Loss) earnings per share
The Company computes (loss) earnings per share
(“EPS”) in accordance with ASC 260, “Earnings per Share.” ASC 260 requires companies to present basic and diluted
EPS. Basic EPS is measured as net income (loss) divided by the weighted average ordinary share outstanding for the period. Diluted income
per share is calculated by dividing net income attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary
share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during
the period. Potential Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per
share) are excluded from the calculation of diluted EPS. For the six months ended December 31, 2025 and 2024, there were no dilutive shares
and
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
F-12
Concentration of credit risk
Financial instruments that potentially subject the Company to concentration of credit risks consist primarily of cash, the balances of which are stated on the unaudited condensed consolidated balance sheets which represent the Company’s maximum exposure.
The Company places its cash in good credit quality financial institutions in Hong Kong. The Company deposits its cash in financial institutions that it believes have high credit quality and have not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Recently issued accounting pronouncements
In December 2023, the FASB issued ASU 2023-09 “Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis. The Company has adopted this pronouncement on its related disclosures for the six months ended December 31, 2025, which did not have a material impact.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Management is currently evaluating the effects impact that the adoption of this update may have on its financial statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
Note 4 – Property and equipment, net
Property and equipment, net consist of the following:
| December 31, 2025 | June 30, 2025 | |||||||
| Leasehold improvement | $ | $ | ||||||
| Office furniture, equipment and others | ||||||||
| Motor vehicles | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
Depreciation expense for the six months ended
December 31, 2025 and 2024, amounted to approximately $
F-13
Note 5 – Accrued expenses
Accrued expenses represent salary and welfare payables, professional fees, utilities, and payables for other operating expenses.
| December 31, 2025 | June 30, 2025 | |||||||
| Professional fees accruals | $ | $ | ||||||
| Others | ||||||||
| $ | $ | |||||||
Note 6 – Related Party Transaction
Other payables – related parties
During the six months ended December 31, 2025
and 2024, other payables – related parties represent reimbursement from related parties and the Company’s executive management,
Mr. Chung and Mr. Au for out-of-pocket expenses incurred for business purposes. The balance due to Mr. Au was approximately $
During the six months ended December 31, 2025
and 2024, the expenses paid for TCM formula and materials for product development to Regeneration Company Limited, a related company,
were approximately $
Note 7 – Taxes
Income tax
The income tax provision consisted of the following components:
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Current: | ||||||||
| Hong Kong | $ | - | $ | - | ||||
| Deferred: | ||||||||
| Hong Kong | - | - | ||||||
| Total provision for income taxes | - | - | ||||||
The provision for income taxes for interim periods
is generally determined using an estimated annual effective tax rate as prescribed by ASC 740-270. The effective tax rate of the Company
was
F-14
Note 8 – Shareholder’s equity
Ordinary Shares
Regencell Bioscience Holdings Limited (Cayman)
was established under the laws of Cayman Islands on October 30, 2014. The authorized number of Ordinary Shares is
Further on May 29, 2025, the board of directors
approved to capitalize an amount standing to the credit of the share premium account of the Company, and appropriate such sum and apply
it on behalf of the shareholders towards paying in full (as to the full par value of $
The Company believes it is appropriate to reflect these share issuances as nominal share issuance on a retroactive basis similar to share split pursuant to ASC 260. The Company has retroactively adjusted all shares and per share data for all the periods presented.
Initial Public Offering
On July 20, 2021, the Company consummated its
IPO of
2021 Share Option Plan
On May 31, 2021, the Company adopted a 2021 Share Option Plan (the “Plan”). The Plan is a share-based compensation plan that provides for discretionary grants of share options to key employees, directors and consultants of the Company. The purpose of the Plan is to recognize contributions made to the Company and its subsidiaries by such individuals and to provide them with additional incentive to achieve the objectives of the Company.
The Board authorized that the maximum aggregate
number of ordinary shares reserved and available pursuant to this Plan shall be the aggregate of (i)
F-15
On June 9, 2021, the board of the Company granted
issuance of
On January 1, 2022, the board of the Company granted
issuance of
On June 30, 2025, the board of the Company granted
issuance of
The Plan became effective upon the completion
of the Company’s initial public offering on July 20, 2021. It shall continue in effect for a term of
During the six months ended December 31, 2025, there was no issuance of options.
Share-based Compensation
The Company has elected to recognize share-based compensation expense using graded vesting method over the requisite service period, which is the vesting period provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the equity awards that are vested at that date.
The fair value of share options was determined at the date of grant using the Black-Scholes option pricing model or the Binomial option pricing model.
The Black-Scholes option pricing model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The Binomial Option Pricing model requires management to make various estimates and assumptions, including the grant date share price, expected volatility, expected early exercise multiple, option life, risk-free interest rate and dividend yield. For expected volatility, the Company has made reference to historical volatility of several comparable companies in the same industry. The risk-free rate for periods within the contractual life of the options is based on the market yield of U.S. Government Notes with a maturity life equal to the remaining maturity life of the options as of the valuation date. The expected dividend yield is based on our expected dividend policy over the contractual life of the options.
F-16
For the six months ended December 31, 2025 and 2024, key inputs used to estimate the fair value of share options on the grant dates are as follows:
Black-Scholes option pricing model
| Options granted in June 2021 | ||||
| Risk-free interest rate | % | |||
| Expected life of the options | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
| Fair value | $ | * | ||
Binomial option pricing model
| Options granted in January 2022 | ||||
| Fair value of the ordinary shares on the date of option grant | $ | * | ||
| Risk-free interest rate | % | |||
| Option life | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
| Exercise price | $ | * | ||
| Expected early exercise multiple | ||||
| Options granted in June 2025 | ||||
| Fair value of the ordinary shares on the date of option grant | $ | |||
| Risk-free interest rate | % | |||
| Option life | ||||
| Expected volatility | % | |||
| Expected dividend yield | % | |||
| Exercise price | $ | |||
| Expected early exercise multiple | ||||
| * |
F-17
A summary of activities of the share options for the six months ended December 2025 are presented as follows:
| Number of Share Options | Weighted Average Exercise Price | Weighted Average Grant-date Fair value | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||
| $ | $ | Year | $ | |||||||||||||||||
| Outstanding as of June 30, 2025 | ||||||||||||||||||||
| Expired, forfeited or cancelled | ( | ) | ( | ) | ||||||||||||||||
| Outstanding as of December 31, 2025 | ||||||||||||||||||||
| Exercisable as of December 31, 2025 | ||||||||||||||||||||
| Vested and Expected to Vest as of December 31, 2025 | ||||||||||||||||||||
A summary of activities of the share options for the six months ended December 2024 are presented as follows:
| Number of Share Options | Weighted Average Exercise Price | Weighted Average Grant-date Fair value | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||
| $ | $ | Year | $ | |||||||||||||||||
| Outstanding as of June 30, 2024 | - | |||||||||||||||||||
| Expired, forfeited or cancelled | ( | ) | - | |||||||||||||||||
| Outstanding as of December 31, 2024 | - | |||||||||||||||||||
| Exercisable as of December 31, 2024 | - | |||||||||||||||||||
| Vested and Expected to Vest as of December 31, 2024 | - | |||||||||||||||||||
Note: The above table reflects the 38-for-1 forward stock split.
During the six months ended December 31, 2025,
the Company recognized share-based compensation expense of approximately $
As of December 31, 2025, total unrecognized employee
share-based compensation, may be adjusted for actual forfeitures occurring in the future were approximately $
F-18
Public Offering Warrants
In connection with and upon closing of the Public
Offering and overallotment on July 20, 2021 and August 19, 2021 respectively, the Company issued warrants equal to
The aggregated fair value of the Public Offering
Warrants on July 20, 2021 was $
The aggregated fair value of the overallotment
Warrants on August 19, 2021 was $
Note 9 – Leases
On July 1, 2021, we adopted ASC Topic 842 (the “new lease standard”) by applying the modified retrospective approach to all leases on July 1, 2021. Under this guidance, lessees are required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases. We elected the package of practical expedients upon transition that permits us to not reassess (1) whether any contracts entered into prior to adoption are or contain leases, (2) the lease classification of existing leases and (3) initial direct costs for any leases that existed prior to adoption.
We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the statement of income. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense.
Under the new lease standard, operating leases (as lessee) are included in Operating lease right-of-use assets. Operating lease amortization of right of use assets, Operating lease right of use assets, net, Current operating lease liabilities and Noncurrent operating lease liabilities in our accompanying balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
F-19
Lease extensions
Many of our leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring.
Significant assumptions and judgments
Incremental borrowing rate. As most of the leases do not provide an implicit interest rate, we use our incremental borrowing rate (“IBR”) at the commencement of the lease and estimate the IBR for each lease agreement taking into consideration lease contract term, collateral and entity credit ratings, and use sensitivity analyses to evaluate the reasonableness of the rates determined.
Lease balances and costs
All of the lease agreements that we have entered into are classified as operating leases.
Effective July 15, 2019, we entered into an agreement
to lease usage of our Hong Kong office with a third-party entity. The lease was for
Effective August 2, 2021, we entered into an agreement
to lease usage of our Hong Kong office with a third-party entity. The lease was for
During the years ended June 30, 2024 and 2025, we entered into agreements to lease usage of office space and staff quarters with third parties. The leases were for a three-year term and two-year term respectively.
All the above leases were classified as operating
at the inception of the lease. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU
assets and operating lease liabilities are recognized based on the present value of lease payments over the lease terms of the commencement
date. Because the leases do not provide an explicit or implicit rate of return, the Company determines incremental borrowing rate based
on the information available at the commencement date in determining the present value of lease payments on an individual lease basis.
The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an
amount equal to the lease payments for the asset under similar term, which ranged from
| Classification | Six months ended December 31, 2025 | Six months ended December 31, 2024 | ||||||||
| Operating lease costs | General and administrative expenses | $ | $ | |||||||
| Operating lease costs | Research and development expenses | - | - | |||||||
Balance sheet information related to leases consists of the following:
| Classification | December 31, 2025 | June 30, 2025 | ||||||||
| Assets | ||||||||||
| Operating lease – ROU assets | Right-of-use assets | $ | $ | |||||||
| Liabilities | ||||||||||
| Operating lease liabilities | Current portion | $ | $ | |||||||
| Operating lease liabilities | Non-current portion | |||||||||
| Total lease liabilities | $ | $ | ||||||||
| Weighted average remaining term (years) | ||||||||||
| Operating leases | ||||||||||
| Weighted average discount rate | ||||||||||
| Operating leases | % | % | ||||||||
F-20
The following table sets forth the Company’s minimum lease payments in future periods:
| December 31, 2025 | ||||
| For the years ending December 31, | ||||
| 2026 | $ | |||
| 2027 | ||||
| Total minimum lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Total: | $ | |||
Note 10 – Segment
In accordance with ASC 280,
The following table presents financial information, including significant segment expenses, which are regularly provided to the CODM and included within segment and consolidated net loss:
| For the six months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Expenses | ||||||||
| Operating expenses, excluding share-based compensation, depreciation and amortization expense: | ||||||||
| Selling and marketing | $ | $ | ||||||
| General and administrative | ||||||||
| Salaries and related benefit | ||||||||
| Professional fees | ||||||||
| Rental expenses | ||||||||
| Other expenses* | ||||||||
| Research and development | ||||||||
| Salaries and related benefit | ||||||||
| Supplies and materials | ||||||||
| Other expenses* | ||||||||
| Share-based compensation | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Income tax expense | - | - | ||||||
| Segment and consolidated net loss | ( | ) | ( | ) | ||||
| * |
F-21
Note 11 – Commitments and contingencies
Contingencies
From time to time, we may be subject to legal or administrative proceedings, investigations and claims arising in the ordinary course of our business. In addition, following recent volatility in the market for our Ordinary Shares in early to mid 2025, the Company received correspondence and a subpoena from the U.S. Department of Justice (“DOJ”), indicating that the DOJ is conducting an investigation into the trading in our Ordinary Shares. The DOJ has requested the production of documents and communications concerning these and other corporate operational, financial and accounting matters. We are cooperating with this investigation, but we cannot predict its ultimate resolution. We expect to continue to incur significant legal costs and other expenses in connection with responding to the investigation.
In addition, on April 24, 2026, a single shareholder filed a putative class action complaint against the Company and certain of its directors and/or officers asserting claims under the Exchange Act related to the Company’s statements concerning the volatility in the market for our Ordinary Shares. The case is pending in the U.S. District Court for the District of Maryland and is in preliminary stages. The Company believes these claims are without merit and intends to vigorously defend against them.
While we are not currently subject to any legal or administrative proceedings other than the litigation noted above, it is possible that government investigations, including the pending investigation in which we are involved, and related legal and administrative proceedings in the future, if any, could result in the institution of administrative, injunctive, or other proceedings against us and/or our directors, officers, or employees or the imposition of fines, suspension, or other remedies and sanctions. Because the outcome of any complex litigation is inherently uncertain, it is possible that we may be required to pay fines, penalties, damages or settlement costs in excess of our insurance coverage, if any, related to the investigation. Any such material costs and expenses or injunctive relief could have a material adverse effect on our financial condition and results of operations. Since the investigation and proceedings are at preliminary stage, the Company cannot predict the ultimate resolution might have on the Company’s financial position, results of operations or liquidity, the Company has not established any provision for losses relating to this matter.
Note 12 – Subsequent events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Company issued these unaudited condensed consolidated financial statements on May 8, 2026. Based on the review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
F-22