Welcome to our dedicated page for Regencell Bioscience Holdings SEC filings (Ticker: RGC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Regencell Bioscience Holdings Limited filings document a Cayman Islands foreign private issuer developing Traditional Chinese Medicine candidates for ADHD, ASD and infectious-disease applications. Its Form 6-K reports include unaudited condensed consolidated interim financial statements, management financial results and disclosure incorporated by reference into registration materials.
The filing record also covers ordinary-share capital matters, including registration statements, prospectus supplements, sales agreements and employee and director lock-up undertakings tied to options and shares. Governance disclosures address board and committee changes, while auditor-change filings describe independent registered public accounting firm appointments, audit history and going-concern-related audit-report language.
Regencell Bioscience Holdings Limited proposes an at-the-market offering of up to $500,000,000 of Ordinary Shares through Univest Securities, LLC as sales agent under a Sales Agreement dated March 30, 2026. Sales may occur from time to time on Nasdaq or by other at-the-market methods at prevailing market prices.
The prospectus supplement states 494,488,908 Ordinary Shares were outstanding prior to this offering and illustrates an example where sales of up to $500,000,000 at an assumed price of $25.67 per share would increase shares outstanding to up to 513,966,897. Net proceeds are intended for working capital, capital expenditures and general corporate purposes. The filing discloses material risks including potential dilution, PFIC tax treatment for U.S. holders for the year ended June 30, 2025, and an auditor’s going-concern explanatory paragraph.
Regencell Bioscience Holdings Ltd reported the initial holdings of director Dr. William Wing Yan Lo on a Form 3. The filing shows he holds a stock option to purchase 592,230 ordinary shares at an exercise price of $0.84 per share.
The option was granted on January 1, 2022 under the company’s 2021 Share Option Plan, vested in equal installments over four anniversaries of the grant date, and is now fully vested. The option expires on December 31, 2032. The Form 3 reflects existing derivative holdings rather than a new market buy or sell.
Regencell Bioscience Holdings Ltd director Margaret Hoor Han Lo has filed an initial ownership report showing her equity position in the company. She directly holds 604,050 ordinary shares. She also holds a stock option to purchase 592,230 ordinary shares at an exercise price of $17.40 per share, expiring on June 29, 2035. According to the disclosure, this option was granted on June 30, 2025 under the company’s 2021 Share Option Plan and vests in four equal annual installments on each anniversary of the grant date. The filing does not record any new purchases or sales, only the existing holdings and option grant terms.
Regencell Bioscience Holdings Ltd director Evana Yee Wah Hui has reported her initial ownership of a stock option position in a Form 3 filing. The option gives her the right to purchase up to 592,230 ordinary shares at an exercise price of $0.2500 per share.
The option was granted on June 9, 2021 under the company’s 2021 Share Option Plan. It vested in equal portions on each of the four anniversaries of the closing of Regencell’s initial public offering and is now fully vested. The expiration date is 10 years from the dates the options became vested.
Regencell Bioscience Holdings Ltd filed an initial ownership report for its Financial Controller, Chan Ho Yau, showing a stock option position. The option covers 740,278 underlying ordinary shares at an exercise price of $0.2500 per share. It was granted on June 9, 2021 under the 2021 Share Option Plan, vested in four equal installments on each anniversary of the company’s initial public offering closing, is now fully vested, and will expire 10 years after the options become vested.
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.
Regencell Bioscience Holdings Ltd Chief Business Officer Au Yat-Pui filed a Form 3 reporting beneficial ownership of 581,514 ordinary shares held directly. The filing is an ownership disclosure and does not report any new share purchases or sales.
Regencell Bioscience Holdings Ltd director and Chief Executive Officer Au Yat-Gai filed an initial ownership report showing indirect control over 437,896,116 ordinary shares. This includes 426,429,198 shares held by Regencell (BVI) Limited and 11,466,918 shares held by his spouse, which he may be deemed to beneficially own.
Regencell Bioscience Holdings Limited has extended the lock-up period for directors and employees who previously received stock options. All such employees agreed that 100% of their shares and vested options will remain locked up for an additional 12 months, until April 20, 2027. Directors agreed that between 82% and 92% of their shares and vested options will also remain subject to this extended lock-up over the same period. A standard form of this fifth lock-up extension is included as an exhibit and is governed by New York law.
Regencell Bioscience Holdings (RGC) filed its annual Form 20‑F, outlining an early‑stage TCM bioscience business focused on ADHD and ASD with no approved products and continued losses. The company reported net losses of $3.58 million for fiscal 2025 and $4.36 million for 2024, reflecting ongoing R&D and administrative spend. As of June 30, 2025, 494,488,908 ordinary shares were outstanding.
On June 13, 2025, RGC executed a 38‑for‑1 forward stock split by capitalizing its share premium, issuing additional shares with no cash outflow and no change to authorized capital or par value. The auditor included a going concern explanatory paragraph, citing recurring losses and funding needs. Management also disclosed material weaknesses in internal controls over financial reporting, including limited U.S. GAAP/SEC reporting expertise, absence of an internal audit function, and segregation‑of‑duties gaps. The filing highlights substantial execution, regulatory and commercialization risks, and notes recent extreme share‑price volatility unrelated to operating changes.