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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Regencell Bioscience Holdings Limited
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| June 30, 2025 |
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 June 2025 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) I |
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| June 30, 2025 |
Regencell Bioscience Holdings Limited Announces First Half 2025 Management Financial Results Exhibit 99.1 Regencell Bioscience Holdings Limited Announces First Half 2025 Management Financial Results HONG KONG, June 30, 2025 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”) today announced its unaudited condensed consolidated interim financial results for the six months ended December 31, 2024. UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF DECEMBER |
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| June 30, 2025 |
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 June 2025 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 |
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| June 17, 2025 |
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 June 2025 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 |
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| June 17, 2025 |
Regencell Bioscience Holdings Limited Announces the Forward Stock Split is Effected Exhibit 99.1 Regencell Bioscience Holdings Limited Announces the Forward Stock Split is Effected HONG KONG, June 17, 2025 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”), today announced that the Company has effected a 38-for-one forward stock split paid in the form of a stock bonus (the receipt of 37 additional shares for every share held on the record date) that it announce |
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| June 2, 2025 |
Regencell Bioscience Holdings Limited Announces Forward Stock Split Exhibit 99.1 Regencell Bioscience Holdings Limited Announces Forward Stock Split HONG KONG, June 2, 2025 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”), today announced that its board of directors approved a 38-for-one forward stock split to be paid in the form of a stock bonus. Each shareholder of the Company of record at the close of business on June 12, 2025 will receive |
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| June 2, 2025 |
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 June 2025 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 |
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| January 15, 2025 |
FORM OF FORTH EXTENSION OF LETTER OF LOCK-UP UNDERTAKING Exhibit 99.1 FORM OF FORTH EXTENSION OF LETTER OF LOCK-UP UNDERTAKING Date: From: (the “Optionee”) To: Regencell Bioscience Holdings Limited (the “Company”) References are made in this forth extension of the letter of lock-up undertaking (this “Fourth Extension of Lock-Up Undertaking”) to: 1. An agreement of option to purchase ordinary shares of Regencell Bioscience Holdings Limited dated June 9, |
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| January 15, 2025 |
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 January 2025 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 |
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| October 25, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yat-Gai Au, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m |
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| October 25, 2024 |
Exhibit 13.2 Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Regencell Bioscience Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michelle Chan, financial controller of the |
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| October 25, 2024 |
REGENCELL BIOSCIENCE HOLDINGS LIMITED POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97 REGENCELL BIOSCIENCE HOLDINGS LIMITED POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Regencell Bioscience Holdings Limited (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| October 25, 2024 |
Exhibit 13.1 Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Regencell Bioscience Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yat-Gai Au, Chief Executive Officer of the |
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| October 25, 2024 |
Insider Trading Compliance Manual Regencell Bioscience Holdings Limited Adopted July 15, 2021 Exhibit 11.1 Insider Trading Compliance Manual Regencell Bioscience Holdings Limited Adopted July 15, 2021 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, advisors, and other related individuals, the Board of Directors (the “Board”) of Regencell Bioscience Holdings Limited, a Cayman Islands company (the “Company”) |
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| October 25, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Michelle Chan, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary t |
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| June 20, 2024 |
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 June 2024 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) In |
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| June 20, 2024 |
Regencell Bioscience Holdings Limited Announces First Half 2024 Financial Results Exhibit 99.1 Regencell Bioscience Holdings Limited Announces First Half 2024 Financial Results HONG KONG, June 20, 2024 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”), today announced its unaudited condensed consolidated interim financial results for the six months ended December 31, 2023. Results of Operations Operating Expenses For the Six Months Ended For the Six Months E |
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| January 2, 2024 |
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 January 2024 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 princi |
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| January 2, 2024 |
Exhibit 10.1 Regencell Bioscience Holdings Limited 9/F Chinachem Leighton Plaza 29 Leighton Road Causeway Bay, Hong Kong + 852 2155 0823 28th December 2023 Re: Director Offer Letter Dear James Wai Hong Chung, Regencell Bioscience Holdings Limited, a Cayman Islands company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your backgr |
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| December 15, 2023 |
FORM OF LETTER OF LOCK-UP UNDERTAKING Exhibit 99.1 FORM OF LETTER OF LOCK-UP UNDERTAKING Date: From: (the “Optionee”) To: Regencell Bioscience Holdings Limited (the “Company”) References are made in this third extension of letter of lock-up undertaking (this “Third Extension of Lock-Up Undertaking”) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated , under which the Company granted |
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| December 15, 2023 |
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 December 2023 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 offic |
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| October 27, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yat-Gai Au, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m |
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| October 27, 2023 |
Exhibit 13.1 Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Regencell Bioscience Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yat-Gai Au, Chief Executive Officer of the |
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| October 27, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Michelle Chan, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary t |
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| October 27, 2023 |
Exhibit 13.2 Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Regencell Bioscience Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michelle Chan, financial controller of the |
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| October 27, 2023 |
Exhibit 4.6 EMPLOYMENT AGREEMENT THIS AGREEMENT is made on September 7, 2021. BETWEEN (1) Regencell Bioscience Limited, registration number 2236362, a company which has its registered office at 11/F, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong (the “Company”); and (2) Mr. Au Yat Pui, with of (the “Employee”). IT IS AGREED as follows:- 1. Definitions 1.1 In this Agreemen |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| June 15, 2023 |
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 June 2023 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) In |
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| June 15, 2023 |
Regencell Bioscience Holdings Limited Announces First Half 2023 Management Financial Results Exhibit 99.1 Regencell Bioscience Holdings Limited Announces First Half 2023 Management Financial Results HONG KONG, June 15, 2023 – Regencell Bioscience Holdings Limited (Nasdaq: RGC) (the “Company”), today announced its unaudited condensed consolidated interim financial results for the six months ended December 31, 2022. UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF DECEMBE |
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| June 5, 2023 |
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 June 2023 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) I |
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| June 5, 2023 |
SECOND EXTENSION OF letter of Lock-Up Undertaking Exhibit 99.1 SECOND EXTENSION OF letter of Lock-Up Undertaking Date: From: (the “Optionee”) To: Regencell Bioscience Holdings Limited (the “Company”) References are made in this second extension of letter of lock-up undertaking (this “Second Extension of Lock-Up Undertaking”) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated , under which the C |
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| March 17, 2023 |
Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated March 17, 2023 Exhibit 16.1 March 17, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Form 6-K dated March 17, 2023 of Regencell Bioscience Holdings Limited and are in agreement with the statements contained therein as they pertain to our firm; we are not in a position to agree or disagree with other statements of Regencell Bioscience Holdings Limited c |
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| March 17, 2023 |
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 March 2023 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) |
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| February 28, 2023 |
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 2023 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive |
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| January 4, 2023 |
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 January 2023 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 |
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| January 4, 2023 |
Exhibit 99.1 letter of Lock-Up Undertaking Date: From: (the ?Optionee?) To: Regencell Bioscience Holdings Limited (the ?Company?) References are made in this letter (this ?Letter?) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated , under which the Company granted certain options (the ?Options?) to purchase ordinary shares of the Company in the |
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| December 22, 2022 |
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 December 2022 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 offic |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| October 31, 2022 |
Exhibit 13.1 Certification of the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Regencell Bioscience Holdings Limited (the ?Company?) on Form 20-F for the fiscal year ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Yat-Gai Au, Chief Executive Officer of the |
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| October 31, 2022 |
Exhibit 13.2 Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Regencell Bioscience Holdings Limited (the ?Company?) on Form 20-F for the fiscal year ended June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Michelle Chan, financial controller of the |
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| October 31, 2022 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yat-Gai Au, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m |
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| October 31, 2022 |
Exhibit 2.2 DESCRIPTION OF SECURITIES As of the end of the fiscal year covered by the annual report on Form 20-F (the ?Annual Report?) of Regencell Bioscience Holdings Limited (?we,? ?us? or ?our?) to which this description is attached or incorporated by reference as an exhibit, we registered the ordinary shares, par value $0.00001 (the ?Ordinary Shares?), as set forth below, pursuant to Section 1 |
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| October 31, 2022 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Michelle Chan, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Limited (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary t |
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| September 12, 2022 |
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 September 2022 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 offi |
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| September 12, 2022 |
Exhibit 99.1 Regencell Bioscience?s Standardized Formulae Are Shown to Reduce ADHD and ASD Symptoms in the Interim Results of its Second Efficacy Trial - The Sik-Kee Au TCM Brain Theory? Assessment for ADHD and ASD (?SKATBT-A3?), which measures the effectiveness of the treatment on the patient?s overall body and neurodevelopmental conditions, showed a mean percentage improvement of 37% in the seco |
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| July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Regencell Bioscience Holdings Limited (Name of Issuer) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) Yat-Gai Au 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Name, Address and Tel |
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| June 2, 2022 |
Regencell Bioscience Holdings Limited Announces First Half 2022 Management Financial Results Exhibit 99.1 Regencell Bioscience Holdings Limited Announces First Half 2022 Management Financial Results HONG KONG, June 2, 2022 ? Regencell Bioscience Limited (Nasdaq: RGC) (the ?Company?), today announced its unaudited interim financial results for the six months ended December 31, 2021. UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 UNAUDITED CONDENSED CO |
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| June 2, 2022 |
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 June 2022 Commission File Number 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive offic |
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| May 18, 2022 |
Exhibit 99.1 Regencell Bioscience Announces Additional EARTH Efficacy Trial Results Corroborating Effectiveness of its Investigational Liquid-Formula RGC-COV19TM in Eliminating Mild to Moderate COVID-19 Symptoms within the 6-Day Treatment Period Results of EARTH efficacy trial EARTH Efficacy Trials Period of trial 30 January 2022 ? 31 March 2022 (EARTH-B Trial) 1 October 2021 ? 31 January 2022 (EA |
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| May 18, 2022 |
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 2022 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive offic |
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| May 16, 2022 |
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 2022 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive offic |
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| May 16, 2022 |
FORM OF LETTER OF LOCK-UP UNDERTAKING Exhibit 99.1 FORM OF LETTER OF LOCK-UP UNDERTAKING Date: May 6, 2022 From: (the ?Optionee?) To: Regencell Bioscience Holdings Limited (the ?Company?) Pursuant to an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated June 9, 2021, the Company granted to the Optionee certain options (the ?Options?) to purchase ordinary shares of the Company in the amounts s |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Regencell Bioscience Holdings Limited (Name of Issuer) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) Yat-Gai Au 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Name, Address and Tel |
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| April 26, 2022 |
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 April 2022 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive off |
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| April 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Regencell Bioscience Holdings Limited (Name of Issuer) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) Yat-Gai Au 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Name, Address and Tel |
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| April 4, 2022 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agree to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the ordinary shares, par value US$0. |
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| February 16, 2022 |
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 2022 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive |
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| February 16, 2022 |
Exhibit 99.1 Regencell Bioscience?s Investigational Liquid-Formula RGC-COV19TM Shows Effectiveness Through Its Enrolled Patients in Eliminating Mild to Moderate COVID-19 Symptoms within the 6-day Treatment Period in its EARTH Efficacy Trial ? 36 out of 37 COVID-19 patients treated in the trial, representing approximately 97.3% of the patients, reported they had all symptoms eliminated within the 6 |
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| December 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Regencell Bioscience Holdings Limited (Name of Company) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) Yat-Gai Au 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Name, Address and Te |
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| December 30, 2021 |
Joint Filing Agreement, dated December 30, 2021. EX-7.1 2 ea153242ex7-1regen.htm JOINT FILING AGREEMENT, DATED DECEMBER 30, 2021 Exhibit 7.1 JOINT FILING AGREEMENT The undersigned agree that this Amendment No. 2 to Schedule 13D, and any amendments hereto, relating to the Ordinary Shares of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Amendment No. 2 to Schedule 13D. D |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Regencell Bioscience Holdings Limited (Name of Issuer) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) July 16, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 15, 2021 |
Joint Filing Agreement, dated December 15, 2021. Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the U. |
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| December 13, 2021 |
Regencell Bioscience Holdings Limited Appoints Dr. William Wing-Yan Lo, JP to its Board of Directors Exhibit 99.1 Regencell Bioscience Holdings Limited Appoints Dr. William Wing-Yan Lo, JP to its Board of Directors Hong Kong, December 13, 2021 ? Regencell Bioscience Holdings Limited (NASDAQ: RGC) (?Regencell? or the ?Company?), an early-stage bioscience company focuses on the research, development and commercialization of TCM for the treatment of neurocognitive disorders and degenerations, as wel |
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| December 13, 2021 |
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 December 2021 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive |
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| December 13, 2021 |
Offer Letter to Dr. Wing Yan (William) Lo, dated December 13, 2021 Exhibit 10.1 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong + 852 2155 0823 December 13, 2021 Re: Director Offer Letter Dear Dr. Wing-Yan (William) Lo, Regencell Bioscience Holdings Limited, a Cayman Islands company (the ?Company?), is pleased to offer you a position as a member of its Board of Directors (the ?Board?). We believe yo |
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| November 22, 2021 |
Joint Filing Agreement, dated November 22, 2021. Exhibit 7.1 JOINT FILING AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13D, and any amendments hereto, relating to the Ordinary Shares of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Amendment No. 1 to Schedule 13D. Date: November 22, 2021 By: /s/ Yat-Gai Au Name: Yat-Gai Au Regencell (BVI) Limit |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Regencell Bioscience Holdings Limited (Name of Company) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) Yat-Gai Au 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Name, Address and |
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| November 17, 2021 |
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 November 2021 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 |
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| October 29, 2021 |
Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Regencell Bioscience Holdings Ltd. (the ?Company?), does hereby certify, to such officer?s knowledge, that: The Annual Report on Form 20-F, for the |
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| October 29, 2021 |
Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yat-Gai Au, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Ltd. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue st |
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| October 29, 2021 |
Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tien Hsiang Chau, certify that: 1. I have reviewed this annual report on Form 20-F of Regencell Bioscience Holdings Ltd. (the ?Company?); 2. Based on my knowledge, this report does not contain any unt |
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| September 7, 2021 |
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 September 2021 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive |
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| September 7, 2021 |
Exhibit 99.1 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the ?Agreement?) is made and entered and effective as of September 2, 2021, BETWEEN: (1) Regencell Bioscience Limited, a company incorporated under the laws of Hong Kong, with the registration number of 2236362 (?Regencell?); and (2) Honor Epic Enterprises Limited, a company incorporated in British Virgin Islands, with the registra |
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| September 7, 2021 |
Regencell Bioscience Holdings Limited Establishes a Joint Venture to Offer COVID Treatment Exhibit 99.2 Regencell Bioscience Holdings Limited Establishes a Joint Venture to Offer COVID Treatment HONG KONG, September 02, 2021-(BUSINESS WIRE)-Regencell Bioscience Holdings Limited (NASDAQ: RGC) (?Regencell? or the ?Company?), today announced that Regencell Bioscience Limited (?Regencell HK?), the Company?s wholly-owned subsidiary in Hong Kong, has entered into a joint venture agreement wit |
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| September 1, 2021 |
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 August 2021 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive of |
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| August 20, 2021 |
Exhibit 99.1 Regencell Bioscience Holdings Limited Announces Partial Exercise of Underwriter?s Over-Allotment Option HONG KONG, August 20, 2021-Regencell Bioscience Holdings Limited (NASDAQ:RGC) ("Regencell" or the "Company"), an early-stage bioscience company that focuses on research, development and commercialization of Traditional Chinese Medicine ("TCM") for the treatment of neurocognitive dis |
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| August 20, 2021 |
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 August 2021 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive of |
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| July 27, 2021 |
RGC / Regencell Bioscience Holdings Limited / Regencell (BVI) Ltd - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Regencell Bioscience Holdings Limited (Name of Company) Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) G7487R100 (CUSIP Number) Yat-Gai Au 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Name, Address and Telephone Number of |
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| July 27, 2021 |
Lock-Up Agreement July 15, 2021 Exhibit 99.2 Lock-Up Agreement July 15, 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Ladies and Gentlemen: The undersigned understands that Maxim Group LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement ?) with Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the ?Company?), |
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| July 27, 2021 |
Exhibit 99.3 Lock-Up Agreement July 15, 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Ladies and Gentlemen: The undersigned understands that Maxim Group LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement ?) with Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the ?Company?), |
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| July 27, 2021 |
Joint Filing Agreement, dated July 27, 2021. Exhibit 99.1 JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Ordinary Shares of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Date: July 27, 2021 By: /s/ Yat-Gai Au Name: Yat-Gai Au Regencell (BVI) Limited By: /s/ Yat-Gai Au Name: Yat-Gai Au So |
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| July 20, 2021 |
Exhibit 1.1 REGENCELL BIOSCIENCE HOLDINGS LIMITED UNDERWRITING AGREEMENT July 15, 2021 MAXIM GROUP LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the ?Company?), hereby confirms its agreem |
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| July 20, 2021 |
2,300,000 Ordinary Shares REGENCELL BIOSCIENCE HOLDINGS LIMITED Filed pursuant to Rule 424(b)(4) Registration No. 333-254571 2,300,000 Ordinary Shares REGENCELL BIOSCIENCE HOLDINGS LIMITED This is an initial public offering of our ordinary shares. We are offering on a firm commitment basis, 2,300,000 ordinary shares, $0.00001 par value per share (?Ordinary Shares?). The initial public offering price per Ordinary Share is $9.50. Our Ordinary Shares have been ap |
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| July 20, 2021 |
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 July 2021 Commission File Number: 001-40617 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong (Address of principal executive offi |
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| July 20, 2021 |
Regencell Bioscience Holdings Limited Announces Closing of Initial Public Offering Exhibit 99.2 Regencell Bioscience Holdings Limited Announces Closing of Initial Public Offering Hong Kong, July 20, 2021 ? Regencell Bioscience Holdings Limited (NASDAQ: RGC) (?Regencell? or the ?Company?), an early-stage bioscience company that focuses on research, development and commercialization of Traditional Chinese Medicine (?TCM?) for the treatment of neurocognitive disorders and degenerat |
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| July 20, 2021 |
Exhibit 99.1 Regencell Bioscience Holdings Limited Announces Pricing of Approximately $21.9 Million Initial Public Offering Hong Kong, July 15, 2021 ? Regencell Bioscience Holdings Limited (NASDAQ: RGC) (?Regencell? or the ?Company?), an early-stage bioscience company that focuses on research, development and commercialization of Traditional Chinese Medicine (?TCM?) for the treatment of neurocogni |
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| July 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Regencell Bioscience Holdings Limited (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. E |
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| July 13, 2021 |
Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road, Causeway Bay, Hong Kong July 13, 2021 VIA EDGAR U. |
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| July 13, 2021 |
July 13, 2021 Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: REGENCELL BIOSCIENCE HOLDINGS LIMITED Registration Statement on Form F-1 File No. 333-254571 VIA EDGAR Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representa |
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| July 8, 2021 |
Regencell Bioscience Holdings Limited To improve the lives of ADHD and ASD patients, their families and caregivers & become a market leader for the best treatment of ADHD and ASD Corporate Presentation July 2021 Issuer Free Writing Prospectus dated July 8, 2021 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated June 22, 2021 Registration Statement No. |
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| June 30, 2021 |
Regencell Bioscience To improve the lives of ADHD and ASD patients, their families and caregivers & become a market leader for the best treatment of ADHD and ASD Corporate Presentation June 2021 Issuer Free Writing Prospectus dated June 28, 2021 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated June 22, 2021 Registration Statement No. |
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| June 23, 2021 |
Exhibit 10.13 REGENCELL BIOSCIENCE HOLDINGS LIMITED 2021 SHARE OPTION PLAN 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company?s business. 2. Definitions. The following definitions shall apply as used herein and in the individual |
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| June 23, 2021 |
As filed with the Securities and Exchange Commission on June 22, 2021 As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. |
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| June 22, 2021 |
Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road, Causeway Bay, Hong Kong June 22, 2021 VIA EDGAR U. |
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| June 11, 2021 |
Amended and Restated Memorandum and Articles of Association* Exhibit 3.2 Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED memorandum of association OF REGENCELL BIOSCIENCE HOLDINGS LIMITED (Adopted by special resolution passed on May 31, 2021) www.verify.gov.ky File#: 293256 Filed: 04-Jun-2021 09:51 EST Auth Code: B00676975210 Companies Law (Revised) Company Limited by Shares Amended and Restated Memorandum of Association of Regencell |
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| June 11, 2021 |
Specimen Certificate for Ordinary Shares* Exhibit 4.1 Share Certificate Number of certificate Number of shares REGENCELL BIOSCIENCE HOLDINGS LIMITED COMPANY NUMBER [NUMBER] THIS SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid Ordinary Share(s) of US$0.00001 par value per share in the above named Company which are held subject to, and transferable in accordance wit |
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| June 11, 2021 |
Regencell Bioscience Holdings Ltd 11/F First Commercial Building 33-35 Leighton Road, Causeway Bay, Hong Kong June 11, 2021 VIA EDGAR U. |
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| June 11, 2021 |
Form of Director Offer Letter* Exhibit 10.11 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong + 852 2155 0823 [ ], 2021 Re: Director Offer Letter Dear [ ], Regencell Bioscience Holdings Limited, a Cayman Islands company (the ?Company?), is pleased to offer you a position as a member of its Board of Directors (the ?Board?). We believe your background and experience |
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| June 11, 2021 |
Exhibit 10.12 AGREEMENT OF OPTION TO PURCHASE ORDINARY SHARE OF Regencell Bioscience Holdings Limited (the ?COmpany?) WHEREAS, the Company has approved 2021 Share Option Plan on May 31, 2021, pursuant to which the Chief Executive Officer (?CEO?) of the Company may grant options to consultants, employees, and directors (collectively, ?Service Provider?) of the Company with the approval of the Board |
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| June 11, 2021 |
Representative’s Warrants (included in Exhibit 1.1) EX-1.1 2 ea142369ex1-1regencell.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 REGENCELL BIOSCIENCE HOLDINGS LIMITED UNDERWRITING AGREEMENT , 2021 MAXIM GROUP LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule I hereto Ladies and Gentlemen: The undersigned, Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayma |
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| June 11, 2021 |
As filed with the Securities and Exchange Commission on June 11, 2021 As filed with the Securities and Exchange Commission on June 11, 2021 Registration No. |
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| April 26, 2021 |
As filed with the Securities and Exchange Commission on April 26, 2021 Registration No. |
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| April 26, 2021 |
Regencell Bioscience Holdings Ltd 11/F First Commercial Building 33-35 Leighton Road, Causeway Bay, Hong Kong April 26, 2021 VIA EDGAR U. |
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| April 26, 2021 |
Code of Business Conduct and Ethics of the Registrant* EX-99.1 3 ea139606ex99-1regencellbio.htm CODE OF BUSINESS CONDUCT AND ETHICS OF THE REGISTRANT* Exhibit 99.1 REGENCELL BIOSCIENCE HOLDINGS LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Regencell Bioscience Holdings Limited, a Cayman Islands exempted company with limited liabili |
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| March 22, 2021 |
Exhibit 99.4 CONSENT OF CHEUNG MING WONG Regencell Bioscience Holdings Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents t |
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| March 22, 2021 |
Consent of Persistence Market Research* EX-99.5 19 ea136947ex99-5regencell.htm CONSENT OF PERSISTENCE MARKET RESEARCH Exhibit 99.5 January 12th, 2021 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong Re: Consent of Persistence Market Research Ladies and Gentlemen, We understand that Regencell Bioscience Holdings Limited (the “Company”) intends to file a draft registration st |
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| March 22, 2021 |
Regencell Bioscience Holdings Ltd 11/F First Commercial Building 33-35 Leighton Road, Causeway Bay, Hong Kong March 22, 2021 VIA EDGAR U. |
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| March 22, 2021 |
Employment Agreement between Dr. Yi-Chung Chao and Regencell Bioscience Limited dated July 15, 2019* EX-10.5 8 ea136947ex10-5regencell.htm EMPLOYMENT AGREEMENT BETWEEN DR. YI-CHUNG CHAO AND REGENCELL BIOSCIENCE LIMITED DATED JULY 15, 2019 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT is made on 15th July 2019. BETWEEN (1) Regencell Bioscience Limited, registration number 2236362, a company which has its registered office at 21/F, EIB Tower, 4-6 Morrison Hill Road, Wan Chai, Hong Kong (the “Com |
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| March 22, 2021 |
Consent of Fortune Business Insights* EX-99.6 20 ea136947ex99-6regencell.htm CONSENT OF FORTUNE BUSINESS INSIGHTS Exhibit 99.6 Office No. 308, 3rd Floor, Supreme Head Quarters, Sr No : 36/2 Banglore Highway Road. Baner, PUNE, Maharashtra. India, 411045. Tel. no.: +91-7720054618 Email: [email protected] Web: www fortunebusinessinsights.com CIN: U93000PN2019PTC181 106. February 3rd, 2021 Regencell Bioscience Holdings Limi |
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| March 22, 2021 |
EX-10.9 12 ea136947ex10-9regencell.htm SUPPLEMENTAL LOAN AGREEMENT BY AND BETWEEN YAT-GAI AU AND REGENCELL BIOSCIENCE LIMITED DATED MARCH 18, 2021 Exhibit 10.9 SUPPLEMENTAL LOAN AGREEMENT This Supplemental Loan Agreement (the “Supplemental Agreement”) is dated as of March 18, 2021, by and among Mr. Yat-Gai Au (the “Lender”) and Regencell Bioscience Limited (“the Borrower”). Terms not otherwise def |
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| March 22, 2021 |
Consent of Paul J. Niewiadomski* Exhibit 99.3 CONSENT OF PAUL J. NIEWIADOMSKI Regencell Bioscience Holdings Ltd. (the ?Company?) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consen |
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| March 22, 2021 |
Memorandum and Articles of Association* EX-3.1 2 ea136947ex3-1regencell.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 |
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| March 22, 2021 |
Loan Agreement between Yat-Gai Au and the Company dated November 10, 2020* Exhibit 10.4 LOAN AGREEMENT entered into between: Mr. Yat-Gai Au (?the Lender?) And Regencell Bioscience Limited (?the Borrower?) This LOAN AGREEMENT (hereinafter referred to as the ?Agreement?) is made and entered into on November 10, 2020, by and between Yat-Gai Au, a holder of Hong Kong Identity Card Number: P*******, 11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong |
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| March 22, 2021 |
Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement” or “Amendment”), is entered into as of February 2, 2021, by and between Regencell Bioscience Holdings Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Yat-Gai Au, a holder of Hong Kong Identity Card Number ******** (the “Executive”). Except with resp |
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| March 22, 2021 |
EX-21.1 14 ea136947ex21-1regencell.htm SUBSIDIARIES Exhibit 21.1 |
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| March 22, 2021 |
EX-10.3 6 ea136947ex10-3regencell.htm SUPPLEMENTAL AGREEMENT OF DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING BETWEEN SIK-KEE AU AND REGENCELL BIOSCIENCE LIMITED DATED NOVEMBER 10, 2020 Exhibit 10.3 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Supplemental Agreement”) of the Deed of Rights Transfer, Strategic Partnership and Undertaking Agreement is made and entered in |
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| March 22, 2021 |
EX-10.6 9 ea136947ex10-6regencell.htm EMPLOYMENT AGREEMENT BETWEEN MR. JAMES WAI HONG CHUNG AND REGENCELL BIOSCIENCE LIMITED DATED JULY 6, 2019 Exhibit 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT is made on 6th July, 2015 BETWEEN (1) Regencell Biotechnology Limited, registration number 2236362, a company which has its registered office at 21/F, EIB Tower, 4-6 Morrison Hill Road, Wanchai, Hong Kong (t |
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| March 22, 2021 |
Convertible Promissory Note issued by Regencell Bioscience Holdings Limited dated March 18, 2021* Exhibit 10.10 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF WERE ISSUED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO |
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| March 22, 2021 |
EX-10.7 10 ea136947ex10-7regencell.htm EMPLOYMENT AGREEMENT BETWEEN MR. TIEN HSIANG CHAU AND REGENCELL BIOSCIENCE LIMITED DATED JANUARY 18, 2021 Exhibit 10.7 CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT THIS AGREEMENT is made on January 18th, 2021 BETWEEN (1) Regencell Bioscience Limited, registration number 2236362, a company which has its registered office at 11/F, First Commercial Building, 33- |
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| March 22, 2021 |
Loan Extension Agreement between Yat-Gai Au and the Company dated February 2, 2021* EX-10.8 11 ea136947ex10-8regencell.htm LOAN EXTENSION AGREEMENT BETWEEN YAT-GAI AU AND THE COMPANY DATED FEBRUARY 2, 2021 Exhibit 10.8 LOAN EXTENSION AGREEMENT This Loan Extension Agreement (the “Extension Agreement”) is dated as of this February 2, 2021, by and between Mr. Yat-Gai Au (“the Lender”) and Regencell Bioscience Limited (“the Borrower”). Terms not otherwise defined herein shall have th |
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| March 22, 2021 |
EX-99.2 16 ea136947ex99-2regencell.htm CONSENT OF EVANA YEE WAH HUI Exhibit 99.2 CONSENT OF EVANA YEE WAH HUI Regencell Bioscience Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the |
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| March 22, 2021 |
As filed with the Securities and Exchange Commission on March 22, 2021 Registration No. |
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| March 22, 2021 |
EX-10.1 4 ea136947ex10-1regencell.htm DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING BETWEEN SIK-KEE AU AND REGENCELL BIOSCIENCE LIMITED DATED JANUARY 1, 2018 Exhibit 10.1 Dated the 1st day of January 2018 AU, SIK KEE (區錫機) AND REGENCELL BIOSCIENCE LIMITED (腦再生科技有限公司) DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING This DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP |
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| February 4, 2021 |
CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT EX-10.7 9 filename9.htm Exhibit 10.7 CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT THIS AGREEMENT is made on January 18th, 2021 BETWEEN (1) Regencell Bioscience Limited, registration number 2236362, a company which has its registered office at 11/F, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong (the “Company”); and (2) Chau, Tien Hsiang, holder of HKID number ******* (the |
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| February 4, 2021 |
Exhibit 10.8 LOAN EXTENSION AGREEMENT This Loan Extension Agreement (the ?Extension Agreement?) is dated as of this February 2, 2021, by and between Mr. Yat-Gai Au (?the Lender?) and Regencell Bioscience Limited (?the Borrower?). Terms not otherwise defined herein shall have the meaning ascribed to such terms in the loan agreement entered into between the Lender and the Borrower on November 10, 20 |
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| February 4, 2021 |
CONSENT OF PAUL J. NIEWIADOMSKI EX-99.3 12 filename12.htm Exhibit 99.3 CONSENT OF PAUL J. NIEWIADOMSKI Regencell Bioscience Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the |
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| February 4, 2021 |
As confidentially submitted to the Securities and Exchange Commission on February 3, 2021 pursuant to the Jumpstart our Business Startups Act Registration No. |
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| February 4, 2021 |
EX-99.5 14 filename14.htm Exhibit 99.5 January 12th, 2021 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong Re: Consent of Persistence Market Research Ladies and Gentlemen, We understand that Regencell Bioscience Holdings Limited (the “Company”) intends to file a draft registration statement (the “Registration Statement”) with the Unit |
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| February 4, 2021 |
EX-10.6 8 filename8.htm Exhibit 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT is made on 6th July, 2015 BETWEEN (1) Regencell Biotechnology Limited, registration number 2236362, a company which has its registered office at 21/F, EIB Tower, 4-6 Morrison Hill Road, Wanchai, Hong Kong (the “Company”); and (2) Mr. CHUNG James Wai Hong, a holder of Hong Kong Identity Card Number******* (the “Senior Vice Pre |
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| February 4, 2021 |
EX-10.3 5 filename5.htm Exhibit 10.3 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Supplemental Agreement”) of the Deed of Rights Transfer, Strategic Partnership and Undertaking Agreement is made and entered into on November 10, 2020 (“Effective Date”) by and between: (1) Regencell Bioscience limited, a limited liability company incorporated in Hong Kong, whose business address is at 11 |
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| February 4, 2021 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.2 4 filename4.htm Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement” or “Amendment”), is entered into as of February 2, 2021, by and between Regencell Bioscience Holdings Limited, incorporated under the laws of the Cayman Islands (the “Company”), and Yat-Gai Au, a holder of Hong Kong Identity Card Number ******** (the “Execu |
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| February 4, 2021 |
Exhibit 99.6 Office No. 308, 3rd Floor, Supreme Head Quarters, Sr No : 36/2 Banglore Highway Road. Baner, PUNE, Maharashtra. India, 411045. Tel. no.: +91-7720054618 Email: [email protected] Web: www fortunebusinessinsights.com CIN: U93000PN2019PTC181 106. February 3rd, 2021 Regencell Bioscience Holdings Limited 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Ko |
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| February 4, 2021 |
EX-99.2 11 filename11.htm Exhibit 99.2 CONSENT OF EVANA YEE WAH HUI Regencell Bioscience Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the un |
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| February 4, 2021 |
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT is made on 15th July 2019. BETWEEN (1) Regencell Bioscience Limited, registration number 2236362, a company which has its registered office at 21/F, EIB Tower, 4-6 Morrison Hill Road, Wan Chai, Hong Kong (the ?Company?); and (2) Mr. CHAO, Yi-Chung, holder of USA Passport No.********* (the ?Employee?). IT IS AGREED as follows:- 1. Definitions 1.1 In |
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| February 4, 2021 |
Exhibit 10.1 Dated the 1st day of January 2018 AU, SIK KEE (???) AND REGENCELL BIOSCIENCE LIMITED (?????????) DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING This DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING is made on the 1st day of January 2018 BETWEEN AU, SIK KEE (???), the holder of Hong Kong Identity Card No. K*******, of 22/F, First Commercial Building, 33-35 |
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| February 4, 2021 |
EX-99.4 13 filename13.htm Exhibit 99.4 CONSENT OF CHEUNG MING WONG Regencell Bioscience Holdings Ltd. (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the und |
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| February 4, 2021 |
EX-10.4 6 filename6.htm Exhibit 10.4 LOAN AGREEMENT entered into between: Mr. Yat-Gai Au (“the Lender”) And Regencell Bioscience Limited (“the Borrower”) This LOAN AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into on November 10, 2020, by and between Yat-Gai Au, a holder of Hong Kong Identity Card Number: P*******, 11/F First Commercial Building, 33-35 Leighton Road, |
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| February 3, 2021 |
Regencell Bioscience Holdings Ltd 11/F First Commercial Building 33-35 Leighton Road, Causeway Bay, Hong Kong February 3, 2021 VIA EDGAR U. |
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| November 13, 2020 |
Exhibit 10.1 Dated the 1st day of January 2018 AU, SIK KEE (???) AND REGENCELL BIOSCIENCE LIMITED (?????????) DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING 1 This DEED OF RIGHTS TRANSFER, STRATEGIC PARTNERSHIP AND UNDERTAKING is made on the 1st day of January 2018 BETWEEN AU, SIK KEE (???), the holder of Hong Kong Identity Card No. [ ] of 22/F, First Commercial Building, 33-35 Lei |
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| November 13, 2020 |
Exhibit 10.4 LOAN AGREEMENT entered into between: Mr. Yat-Gai Au (?the Lender?) And Regencell Bioscience Limited (?the Borrower?) This LOAN AGREEMENT (hereinafter referred to as the ?Agreement?) is made and entered into on November 10, 2020, by and between Yat-Gai Au, a holder of Hong Kong Identity Card Number: [ ], 11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong (here |
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| November 13, 2020 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of November 12, 2020, by and between Regencell Bioscience Holdings Limited, incorporated under the laws of the Cayman Islands (the ?Company?), and Yat-Gai Au, a holder of Hong Kong Identity Card Number: [ ] (the ?Executive?). Except with respect to the direct employment of the Executive by the Company |
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| November 13, 2020 |
As confidentially submitted to the Securities and Exchange Commission on November 13, 2020 pursuant to the Jumpstart our Business Startups Act Registration No. |
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| November 13, 2020 |
EX-10.3 4 filename4.htm Exhibit 10.3 SUPPLEMENTAL AGREEMENT This Supplemental Agreement (the “Supplemental Agreement”) of the Deed of Rights Transfer, Strategic Partnership and Undertaking Agreement is made and entered into on November 10, 2020 (“Effective Date”) by and between: (1) Regencell Bioscience limited, a limited liability company incorporated in Hong Kong, whose business address is at 11 |
