6-K
Regencell Bioscience Holdings Ltd (RGC)
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 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On August 17, 2021, Maxim Group LLC, acting as sole book-running-manager in the initial public offering (the “IPO”) of Regencell Bioscience Holdings Limited (the “Company”), exercised its option to purchase 325,000 additional ordinary shares of the Company, par value $0.00001 per share, at a price of $9.50 per share (the “Over-allotment Shares”). The closing of the sale of the Over-allotment Shares took place on August 19, 2021. Gross proceeds of the IPO, including proceeds from the sale of Over-allotment Shares, totaled $24,937,500, before deducting underwriting discounts and other related expenses.
The Company issued a press release on August 20, 2021 announcing the exercise of the underwriter’s over-allotment option. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
1
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release on Exercise of the Underwriter’s Over-allotment Option |
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: August 20, 2021
| 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 AnnouncesPartial 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 disorders and degeneration, specifically Attention Deficit Hyperactivity Disorder ("ADHD") and Autism Spectrum Disorder ("ASD"), today announced that the underwriter of its initial public offering (the “Offering”) had exercised its option to purchase 325,000 additional ordinary shares at the public offering price of US$9.50 per share to cover over-allotments.
Gross proceeds from the Offering, including proceeds from the exercise of the over-allotment option, totaled US$24,937,500, before deducting underwriting discounts and other related expenses. The Company's ordinary shares began trading on the Nasdaq Capital Market on July 16, 2021 under the ticker symbol "RGC."
Proceeds from the Offering will be used to fund the second research study, the Company’s TCM formulae and products, staff salaries, facilities rental, renovations and equipment, product and intellectual property registrations, and working capital and other general corporate purposes.
Maxim Group LLC acted as sole book-running-manager for the Offering.
Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and Loeb & Loeb LLP acted as counsel to Maxim Group LLC in connection with the Offering.
A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission ("SEC") (File Number: 333-254571) and was declared effective by the SEC on July 15, 2021. The Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Maxim Group LLC, 300 Park Ave, 16th Floor, New York, NY 10022, at (212) 895-3745. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation, or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About Regencell Bioscience Holdings Limited
Regencell Bioscience Holdings Limited is an early-stage bioscience company that focuses on research, development and commercialization of Traditional Chinese Medicine (TCM) for the treatment of several neurocognitive disorders and degenerations, specifically Attention Deficit Hyperactivity Disorder (ADHD) and Autism Spectrum Disorder (ASD). The Company started in Hong Kong in 2014 and completed its first research study using personalized TCM formula in Hong Kong. The Company aims to launch three liquid-based standardized TCM formulae candidates for mild, moderate and severe ADHD and ASD patients in Hong Kong first and subsequently to other markets as we deem appropriate.
Forward-Looking Statements
All statements other than statements of historical fact in thisannouncement are forward-looking statements, including but not limited to, the Company’s proposed Offering. These forward-lookingstatements involve known and unknown risks and uncertainties and are based on current expectations and projections about future eventsand financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financialneeds, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statementsby words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate,""intend," "plan," "believe," "potential," "continue," "is/are likely to" orother similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring eventsor circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectationsexpressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors toreview other factors that may affect its future results in the Company’s registration statement and in its other filings with theSEC.
For more information,please contact:
Corporate:
James Chung
Chief Strategy Officer
Regencell Bioscience Holdings Limited
For investors in Asia Region, please contact:
Strategic Financial Relations Limited
Vicky Lee (852) 2864 4834
Brigid Lee (852) 2114 4313
Yvonne Lee (852) 2864 4847
For investors outsideof Asia Region, please contact:
Lena Cati
The Equity Group Inc.
Vice President
(212) 836-9611