0001213900-23-000675.txt : 20230104 0001213900-23-000675.hdr.sgml : 20230104 20230104080020 ACCESSION NUMBER: 0001213900-23-000675 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230104 FILED AS OF DATE: 20230104 DATE AS OF CHANGE: 20230104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Regencell Bioscience Holdings Ltd CENTRAL INDEX KEY: 0001829667 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40617 FILM NUMBER: 23504385 BUSINESS ADDRESS: STREET 1: 11/F FIRST COMMERCIAL BUILDING STREET 2: 33-35 LEIGHTON ROAD, CAUSEWAY BAY CITY: HONG KONG STATE: K3 ZIP: 999077 BUSINESS PHONE: 852 2155 0823 MAIL ADDRESS: STREET 1: 11/F FIRST COMMERCIAL BUILDING STREET 2: 33-35 LEIGHTON ROAD, CAUSEWAY BAY CITY: HONG KONG STATE: K3 ZIP: 999077 6-K 1 ea171197-6k_regencellbio.htm REPORT OF FOREIGN PRIVATE ISSUER

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)

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): ☐

Lock-up of Directors and Employees

All directors and employees who were previously granted stock options have agreed to a further lock-up undertaking for an additional six months, until July 20, 2023, the second anniversary of the Company’s initial public offering. Their shares will remain locked up until such date. A form of the lock-up undertaking is attached hereto as Exhibit 99.1.

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 4, 2023

	Regencell Bioscience Holdings Limited

	By:	/s/ Yat-Gai Au
	Name:	Yat-Gai Au
	Title:	Chief Executive Officer and 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

EX-99.1 2 ea171197ex99-1_regencellbio.htm FORM OF LETTER OF LOCK-UP UNDERTAKING

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 amounts set forth therein; and (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”).

For good and valuable consideration received by the Optionee from the Company, the Optionee hereby agrees to extend the Lock-up Undertaking for an additional six months.

The laws of New York shall govern the interpretation, validity, administration, enforcement and performance of the terms of this letter agreement regardless of the law that might be applied under principles of conflicts of laws.

[The remainder of this page is intentionally left 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 the Letter of Lock-up Undertaking