RGC 6-K 2021 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of December 2021

CommissionFile Number: 001-40617

RegencellBioscience Holdings Limited

11/FFirst Commercial Building

33-35Leighton Road

CausewayBay, Hong Kong

(Addressof 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): ☐

Appointmentof an Independent Director

On December 13, 2021, the board of directors (the “Board”) of Regencell Bioscience Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”) appointed Dr. Wing Yan (William) Lo, as director of the Company, effective immediately, to fill in the vacancy resulting from the resignation of the former director, as the Company previously disclosed on November 17, 2021. Dr. Lo will act as the chairperson of the audit committee and the member of the compensation committee and the nomination and corporate governance committee.

In connection with his appointment as a director, the Company and Dr. Lo signed an offer letter on December 13, 2021. Pursuant to the offer letter, Dr. Lo will receive an annual director fee $35,000 in cash, payable quarterly and be reimbursed for reasonable expenses incurred in the performance of his duties. In addition, Dr. Lo will receive a stock option on January 1, 2022 for 15,585 ordinary shares, par value $0.00001, which shall vest over a four-year period with 25% of the options vesting on each anniversary of the date of grant.

The foregoing description of the principal terms of the offer letter with Dr. Lo is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the offer letter with Dr. Lo attached hereto as Exhibit 10.1, which is incorporated herein by this reference.

There is no family relationship between Dr. Lo and any of our other officers and directors.

BiographicalInformation of the New Director

Dr. Wing Yan (William)Lo

Dr. Lo, age 61, brings over three decades of biopharma, academic medicine, corporate governance, and strategic advisory experience. Dr. Lo graduated from Cambridge University with a Master of Philosophy Degree in Pharmacology and a Ph.D. Degree in Molecular Neuroscience. Dr. Lo started his career in McKinsey & Company Inc. as a management consultant and held senior positions in China Unicom, Hongkong Telecom, Citibank HK, I.T Limited, South China Media Group and Kidsland International Holdings Limited in the past.

Dr. Lo currently serves as an independent non-executive director of a number of public companies listed on the Main Board of The Stock Exchange of Hong Kong Limited (“HKSE”); Dr. Lo is an independent non-executive director of Television Broadcasts Ltd (HKSE stock code: 511), OCI International Holdings Limited (HKSE stock code: 329), CSI Properties Limited (HKSE stock code: 497), Jingrui Holdings Limited (HKSE stock code: 1862), and Oshidori International Holdings Limited (HKSE stock code: 622). Dr. Lo was also an independent non-executive director of Nam Tai Property Inc. (NYSE stock code: BTP) which is listed on the New York Stock Exchange (“NYSE”).

Dr. Lo was appointed a Justice of Peace (“JP”) of the Government of the Hong Kong Special Administrative Region and is the founding governor of the Charles K. Kao Foundation for Alzheimer’s Disease and the ISF Academy as well as the present chairman of Junior Achievement HK.

The Company also put out a press release announcing the appointment of Dr. Lo’s on December 13, 2021. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Exhibit No.	Description
10.1	Offer Letter to Dr. Wing Yan (William) Lo, dated December 13, 2021
99.1	Press Release

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: December 13, 2021

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

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 your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

1. Term. Your term as director shall begin immediately as of the date of this Agreement and continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

2. Services. You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

3. Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule B attached hereto (hereinafter, the “Compensation”) per year for serving on the Board during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

4. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

5. Confidential Information;Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement the term “Confidential Information” means:

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

6. Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.

7. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

8. Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

9. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

10. Entire Agreement;Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

11. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

12. Not an EmploymentAgreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

13. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

Sincerely,
REGENCELL BIOSCIENCE HOLDINGS LIMITED
By:	/s/ Yat-Gai Au
Name:	Yat-Gai Au
Title:	Chief Executive Officer
AGREED AND ACCEPTED:
---
/s/ Wing-Yan (William) Lo
Dr. Wing-Yan (William) Lo

Schedule A

The Director is offered to serve on the following Board committee(s):

Committee	Title
Audit Committee	Chairman
Compensation Committee	Member
Nominating and Corporate Governance Committee	Member

Schedule B

Compensation

You will receive cash compensation in the amount of $30,000 cash as a member of the Board and of $5,000 cash for serving as the chairperson of the audit committee of the Board, payable quarterly, and the option compensation as set forth below:

Option Grant Date	Amount	Exercise Price	Vesting Schedule
January 1, 2022	Option to purchase 15,585 ordinary shares	January 1, 2022 closing price of the ordinary<br>shares	The options will vest over a four-year period with 25% of the options vesting on the each anniversary of the date of grant. (For the avoidance of confusion, option to purchase 3,896 shares will vest on the anniversary of each years in the first 3 years and option to purchase 3,897 shares will vest on the fourth anniversary.)

Exhibit 99.1

RegencellBioscience 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 well as infectious diseases affecting people’s immune system, announced the appointment of Dr. William Wing-Yan Lo, JP to its Board of Directors, effective immediately, to strengthen its Board of Director and fill the vacancy resulting from the resignation of a former director in November of this year. Dr. Lo will act as the chairperson of the audit committee and the member of the compensation committee and the nomination and corporate governance committee.

Dr. Lo brings over three decades of biopharma, academic medicine, corporate governance and strategic advisory experience. Dr. Lo graduated from Cambridge University with a Master of Philosophy Degree in Pharmacology and a Ph.D. Degree in Molecular Neuroscience. Dr. Lo started his career in McKinsey & Company Inc. as a management consultant and held senior positions in China Unicom, Hongkong Telecom, Citibank HK, I.T Limited, South China Media Group and Kidsland International Holdings Limited in the past.

Mr. Yat-Gai Au, Founder and CEO of Regencell noted, “We are delighted to welcome Dr. Lo to our Board of Directors. His wealth of strategic and leadership skills, academic medicine and business advisory experience makes him an excellent addition to our board. We welcome his insight and wisdom.”

Dr. Lo added, “I am grateful for the opportunity to join Regencell’s Board of Directors, I look forward to working alongside my fellow directors to help guide the Company’s business strategy in developing and bringing to the market TCM treatments for ADHD and ASD disorders and infectious diseases affecting people’s immune system such as COVID.”

AboutRegencell Bioscience Holdings Limited

Regencell Bioscience Holdings Limited is an early-stage bioscience company that commenced operations in Hong Kong is 2014. Regencell focuses on the research, development and commercialization of TCM for the treatment of neurocognitive disorders and degenerations, specifically ADHD and ASD, and infectious diseases affecting people’s immune system such as COVID. Regencell has completed its first research study using personalized TCM formula for the treatment of ADHD and ASD in Hong Kong and aims to launch three liquid-based standardized TCM formulae candidates for mild, moderate and severe ADHD and ASD patients initially in Hong Kong and subsequently to other markets as it deems appropriate. The Company formed a joint venture to offer COVID related treatments to patients in ASEAN countries, India, Japan, Australia and New Zealand.

Forward-LookingStatements

Allstatements other than statements of historical fact in this announcement are forward-looking statements. Such forward-looking statementsinclude the business plan of the joint venture, objectives, expectations and intentions of the joint venture parties, and Regencell’sestimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities.These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties.As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results maydiffer materially from our expectations or projections. Investors can identify these forward-looking statements by words or phrases suchas “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,”“intend,” “plan,” “believe,” “potential,” “continue,” “is/are likelyto” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequentoccurring events or circumstances, or changes in its expectations, except as may be required by law. The following factors, among others,could cause actual results to differ materially from those described in these forward-looking statements: there is uncertainty aboutthe spread of the COVID-19 virus and the impact it will have on expected operations of the joint venture, the demand for the plannedCOVID TCM treatments. These and other risks and uncertainties are detailed in the other public filings with the Securities and ExchangeCommission (the “SEC”) by Regencell.

Althoughthe Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that suchexpectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipatedresults and encourages investors to review other factors that may affect its future results in the Company’s registration statementand in its other filings with the SEC.

Formore information, please contact:

Corporate:

James Chung

COO & CSO

Regencell Bioscience Holdings Limited

[email protected]

Investorsoutside of Asia Region:

Lena Cati

The Equity Group Inc.

Vice President

(212) 836-9611

[email protected]

Investorsin Asia Region:

Strategic Financial Relations Limited
Vicky Lee	(852) 2864 4834
Brigid Lee	(852) 2114 4313
Yvonne Lee	(852) 2864 4847
[email protected]