6-K

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)

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 six months, until January 20, 2024. 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 July 20, 2023.

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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: June 5, 2023

[Signature Page to Form 6-K]

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EXHIBIT INDEX

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Exhibit 99.1

SECONDEXTENSION 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 Company granted certain options (the “Options”) to purchase ordinary shares of the Company in the amounts set forth therein; (ii) a letter of lock-up undertaking by the Optionee dated                , under which the Optionee undertook to the Company, within the period of one year and six months immediately following the closing of the initial public offering of the Company, not to, and to procure any entities controlled by the Optionee and any trusts of which the Optionee is a beneficiary not to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option 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 issued upon exercise of the Options (the “Lock-up Undertaking”); and (iii) a letter of lock-up undertaking by the Optionee dated                   , under which the Optionee undertook to the Company to extend the Lock-Up Undertaking for an additional six months (the “First Extension of theLock-Up Undertaking”, and together with the Lock-up Undertaking, the “Lock-up Undertakings”).

For good and valuable consideration received by the Optionee from the Company, the Optionee hereby agrees to enter into this Second Extension of Lock-Up Undertaking to extend the Lock-up Undertakings for an additional six months until January 20, 2024.

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

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In Witness Whereof, the Optionee has executed this letter agreement as of the date first set forth above.

Signature Page of the Letter of Lock-up Undertaking