RGC 6-K 2025 - Equibles

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)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Lock-up of Directors and Employees

Regencell Bioscience Holdings Limited today announced that all directors and employees who were previously granted stock options have agreed to a further lock-up undertaking for an additional 15 months, until April 20, 2026. Their shares will remain locked up until such date. A form of the lock-up undertaking is attached hereto as Exhibit 99.1. Previously, all such directors and employees had signed lock-up undertakings and related extensions until January 20, 2025.

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: January 15, 2025

Regencell Bioscience Holdings Limited
By:	/s/ Yat-Gai Au
Name:	Yat-Gai Au
Title:	Chief Executive Officer and <br><br>Chairman of the Board of Directors

[Signature Page to Form 6-K]

EXHIBIT INDEX

Exhibit No.	Description
99.1	Form of Letter of Lock-up Undertaking

Exhibit 99.1

FORM OF 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<br>Bioscience Holdings Limited dated June 9, 2021, under which the Company granted certain options (the “Options”) to<br>purchase ordinary shares of the Company in the amounts set forth therein;
2.	A letter of lock-up undertaking by the Optionee dated May<br>6, 2022, under which the Optionee undertook to the Company, within the period of one year and six months immediately following the closing<br>of the initial public offering of the Company, not to, and to procure any entities controlled by the Optionee and any trusts of which<br>the Optionee is a beneficiary not to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option<br>or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any of the Options or shares<br>issued upon exercise of the Options (the “Lock-Up Undertaking”);
---	---
3.	A letter of lock-up undertaking by the Optionee dated October<br>12, 2022, under which the Optionee undertook to the Company to extend the Lock-Up Undertaking for an additional six months (the “FirstExtension of the Lock-Up Undertaking”);
---	---
4.	A letter of lock-up undertaking by the Optionee dated April<br>19, 2023, under which the Optionee undertook to the Company to extend the Lock-Up Undertaking and the First Extension of the Lock-Up<br>Undertaking for an additional six months (the “Second Extension of the Lock-Up Undertaking”);
---	---
5.	A letter of lock-up undertaking by the Optionee dated November<br>24, 2023, under which the Optionee undertook to the Company to extend the Lock-Up Undertaking for an additional twelve months (the “ThirdExtension of the Lock-Up Undertaking”), (collectively, the “Lock-Up Undertakings”).
---	---

For good and valuable consideration received by the Optionee from the Company, the Optionee hereby agrees to enter into this Fourth Extension of Lock-Up Undertaking to extend the Lock- Up Undertakings for an additional fifteen months until April 20, 2026.

The laws of New York shall govern the interpretation, validity, administration, enforcement, and performance of the terms of this Fourth Extension of Lock-Up Undertaking, regardless of the law that might be applied under principles of conflicts of laws.

[The remainder of this page is intentionallyleft blank]

IN WITNESS WHEREOF, the Optionee has executed this letter agreement as of the date first set forth above.

Acknowledged by
Regencell Bioscience Holdings Limited
Yat-Gai Au
Chief Executive Officer

Signature Page of Forth Extension of Letter of Lock-Up Undertaking