Regencell (RGC) COO reports 11,844,258-share option grant at $0.25

Rhea-AI Filing Summary

Regencell Bioscience Holdings Ltd director and officer James Wai Hong Chung filed an initial statement of beneficial ownership showing a stock option to purchase 11,844,258 ordinary shares at an exercise price of $0.2500 per share. The option was granted on June 9, 2021 under the 2021 Share Option Plan, vested in four equal annual installments after the company’s IPO closing, and is now fully vested.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CHUNG JAMES WAI HONG

(Last) (First) (Middle)

C/O 9/F CHINACHEM LEIGHTON PLAZA

29 LEIGHTON ROAD, CAUSEWAY BAY

(Street)

HONG KONG

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Regencell Bioscience Holdings Ltd [ RGC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO and Chief Strategy Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to purchase)	(1)	(1)	Ordinary shares, par value $0.00001	11,844,258	$0.25	D

Explanation of Responses:

1. The Reporting Person was granted the option on June 9, 2021 pursuant to the Issuer's 2021 Share Option Plan. The option vested equally each of the four anniversaries of the closing of the Issuer's initial public offering and is now fully vested. The expiration date is 10 years from the date the options become vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ James Wai Hong Chung	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider position did RGC executive James Wai Hong Chung report on Form 3?

He reported holding a stock option to purchase 11,844,258 ordinary shares. The option relates to Regencell Bioscience’s 2021 Share Option Plan and reflects his existing derivative position as COO, Chief Strategy Officer, and director, rather than a new market transaction.

What is the exercise price of James Wai Hong Chung’s Regencell (RGC) stock options?

The stock option has an exercise price of $0.2500 per underlying ordinary share. This price was set when the option was granted on June 9, 2021 under the company’s 2021 Share Option Plan and applies to all 11,844,258 underlying shares.

How many Regencell (RGC) shares underlie the options reported by James Wai Hong Chung?

The reported stock option covers 11,844,258 underlying ordinary shares. This entire amount is associated with a single option grant under Regencell Bioscience’s 2021 Share Option Plan and is now fully vested according to the disclosure footnote.

What is the vesting schedule of the Regencell (RGC) options held by James Wai Hong Chung?

The option vested in four equal installments on each of the first four anniversaries of the closing of Regencell’s initial public offering. The filing states the option is now fully vested, meaning all 11,844,258 underlying shares are currently exercisable subject to the plan’s terms.

When do the Regencell (RGC) options held by James Wai Hong Chung expire?

The filing states the option’s expiration date is 10 years from the date the options become vested. This means each portion of the grant has a 10-year life measured from its vesting date, as set out in the company’s 2021 Share Option Plan terms.

Is the Regencell (RGC) option position held directly or indirectly by James Wai Hong Chung?

The disclosure identifies the ownership of the stock option as direct. There is no indication in the footnotes of any intermediary entity or disclaimer of beneficial ownership, so the position is attributed directly to James Wai Hong Chung.