Regencell Bioscience Files 2024 Annual Report

TL;DR

Regencell Bioscience filed its 2024 annual 20-F, covering operations up to June 30.

AI Summary

Regencell Bioscience Holdings Ltd. filed its annual report on Form 20-F for the fiscal year ended June 30, 2024. The company, incorporated in the Cayman Islands and operating in the medicinal chemicals & botanical products sector, is based in Hong Kong. This filing serves as its annual report under the Securities Exchange Act of 1934.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of Regencell Bioscience's financial performance and business operations for the past fiscal year, crucial for understanding the company's current standing and future prospects.

Risk Assessment

Risk Level: low — This is a standard annual report filing and does not contain new material events or financial disclosures that would inherently increase risk.

Key Numbers

• 001-40617 — SEC File Number (Identifies the company's specific filing record with the SEC.)
• 20240630 — Fiscal Year End (Indicates the period covered by the annual report.)

Key Players & Entities

• Regencell Bioscience Holdings Ltd (company) — Registrant
• Cayman Islands (jurisdiction) — Jurisdiction of Incorporation
• Hong Kong (location) — Business Address City
• June 30, 2024 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.00001 — Registered Ordinary shares, par value $0.00001 RGC The Nasdaq Stock Market LLC Secur
• $ — tive Officer ("CEO") and director; "US$," "$" or "US dollar" refers to the lega
• $4.36 million — mation. We incurred total net losses of $4.36 million and $6.06 million, respectively, for th
• $6.06 m — d total net losses of $4.36 million and $6.06 million, respectively, for the fiscal yea

Filing Documents

• ea0218410-20f_regencell.htm (20-F) — 1312KB
• ea021841001ex8-1_regencell.htm (EX-8.1) — 4KB
• ea021841001ex11-1_regencell.htm (EX-11.1) — 154KB
• ea021841001ex12-1_regencell.htm (EX-12.1) — 12KB
• ea021841001ex12-2_regencell.htm (EX-12.2) — 11KB
• ea021841001ex13-1_regencell.htm (EX-13.1) — 4KB
• ea021841001ex13-2_regencell.htm (EX-13.2) — 4KB
• ea021841001ex97_regencell.htm (EX-97) — 29KB
• image_001.jpg (GRAPHIC) — 27KB
• image_002.jpg (GRAPHIC) — 4KB
• image_003.jpg (GRAPHIC) — 15KB
• image_004.jpg (GRAPHIC) — 22KB
• 0001213900-24-090791.txt ( ) — 5563KB
• rgc-20240630.xsd (EX-101.SCH) — 47KB
• rgc-20240630_cal.xml (EX-101.CAL) — 37KB
• rgc-20240630_def.xml (EX-101.DEF) — 219KB
• rgc-20240630_lab.xml (EX-101.LAB) — 421KB
• rgc-20240630_pre.xml (EX-101.PRE) — 220KB
• ea0218410-20f_regencell_htm.xml (XML) — 408KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 89 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 89 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 90 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 90 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 90 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 92 ITEM 16B. CODE OF ETHICS 92 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 92 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 93 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 93 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 93 ITEM 16G. CORPORATE GOVERNANCE 93 ITEM 16H. MINE SAFETY DISCLOSURE 93 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 93 ITEM 16J. INSIDER TRADING POLICIES 94 ITEM 16K. CYBERSECURITY 94 PART III ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 95 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 95 ITEM 19. EXHIBITS 95

SIGNATURES

SIGNATURES 97 i INTRODUCTION Unless otherwise indicated, numerical figures included in this Annual Report on Form 20-F (the "Annual Report") have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. For the sake of clarity, this Annual Report follows the English naming convention of first name followed by last name, regardless of whether an individual's name is Chinese or English. Certain market data and other statistical information contained in this Annual Report are based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statistical information contained in this Annual Report are also based on management's estimates and calculations, which are derived from our review and interpretation of the independent sources listed above. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source. Unless otherwise indicated or the context requires otherwise, references in this Annual Report to: "China" or the "PRC" are to the People's Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this Annual Report only; "Hong Kong" is to the Hong Kong Special Administrative Region of the People's Republic of China for the purposes of this Annual Report only; "HK$" or "Hong Kong dollar" refers to the legal currency of Hong Kong; "Regencell Bioscience Holdings" is to Regencell Bioscience Holdings Limited, a Cayman Islands exempted company incorporated under the laws of Cayman Islands; "Regencell Bioscience Limited" is to Regencell Bioscience Limited, a Hong Kong limited liability company organized under the laws of Hong Kong and a wholly-owned subsidiary of Regencell Bioscience Holdings Limited; "Regencel

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

Item 3. KEY INFORMATION A. Reserved B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the following risk factors, together with all of the other information included in this Annual Report. Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this Annual Report before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment. 1 Risks Related to Our Financial Position and Need for Capital We are an early - stage TCM bioscience company with a limited operating history. We are an early-stage TCM bioscience company with a limited operating history that focuses on the research, development and commercialization of TCM for the treatment of neurocognitive disorders and degenerations, specifically Attention Deficit Hyperactivity Disorder ("ADHD") and Autism Spectrum Disorder ("ASD"). We have incurred operating losses since our formation. We incurred total net losses of $4.36 million and $6.06 million, respectively, for the fiscal years ended June 30, 2024 and 2023. The likelihood of success of our business plan and growth strategy must be considered in light of the problems, substantial expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early-stage businesses and the regulatory and competitive environment in which we operate. Accordingly, you should consider our annual report in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in the early stages of development, especially early-st