UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Regencell Bioscience Holdings Limited
(Name of Company)
Ordinary Shares, $0.00001 Par Value
(Title of Class of Securities)
G7487R100
(CUSIP Number)
Yat-Gai Au
11/F First Commercial Building
33-35 Leighton Road
Causeway Bay, Hong Kong
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 20, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐.
The information required on the remainder of this cover page shall not be deemed to be ‘filed’ for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however see the Notes).
CUSIP Number: G7487R100
| 1 | NAME OF REPORTING PERSON: Regencell (BVI) Limited | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): N/A | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| British Virgin Islands | ||
| 7 | SOLE VOTING POWER | |
| 10,342,105 | ||
| NUMBER OF | ||
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | ||
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON WITH |
10,342,105 |
|
| 10 | SHARED DISPOSITIVE POWER | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,342,105 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 81.79%(1) | |
| 14 | TYPE OF REPORTING PERSON |
| CO |
| (1) | Percentage is calculated based on the 12,645,105 ordinary shares of the Issuer issued and outstanding as of the date of this filing. |
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CUSIP Number: G7487R100
| 1 | NAME OF REPORTING PERSON: Yat-Gai Au | |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”) | ||
| 7 | SOLE VOTING POWER | |
| 10,342,105 | ||
| NUMBER OF | ||
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | ||
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON WITH | ||
| 10,342,105 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10,342,105 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 81.79%(1) | |
| 14 | TYPE OF REPORTING PERSON |
| IN |
| (1) | Percentage is calculated based on the 12,645,105 ordinary shares of the Issuer issued and outstanding as of the date of this filing. |
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| Item 1. | Security and Issuer. |
This Schedule 13D relates to the ordinary shares, par value $0.00001 per share (the “Ordinary Shares”) of Regencell Bioscience Holdings Limited, a Cayman Islands company (the “Issuer”), whose principal executive office is located at 11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong.
| Item 2. | Identity and Background. |
| (a) | The Statement is jointly filed by Regencell (BVI) Limited and Yat-Gai Au (each, a “Reporting Person,” together, the “Reporting Persons”). Yat-Gai Au is the sole director and sole shareholder of Regencell (BVI) Limited. |
| (b) | The Reporting Persons’ principal business address is 11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong. |
| (c) | The Reporting Persons are currently significant stockholders of the Issuer. The principal occupation of Yat-Gai Au is being the Chief Executive Officer and chairman of the board of directors of the Issuer. Yat-Gai Au is the sole director and sole shareholder of Regencell (BVI) Limited. |
| (d) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. |
| (f) | Regencell (BVI) Limited is a company incorporated in British Virgin Islands. Mr. Yat-Gai Au is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds and Other Consideration. |
On October 30, 2014, Mr. Yat-Gai Au acquired 10,000 Ordinary Shares of the Issuer in a private transaction pursuant to the exemption from registration available under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. On September 28, 2020, Mr. Yat-Gai Au transferred the 10,000 Ordinary Shares to Regencell (BVI) Limited, which is wholly owned by Mr. Yat-Gai Au. On March 18, 2021, the Issuer issued a convertible note to Mr. Yat-Gai Au in the principal amount of $3,250,000 (the "Note"), pursuant to the exemption from registration available under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder, automatically convertible into Ordinary Shares, upon the completion of the Company’s initial public offering, at the same price as the offering price per Ordinary Shares to be issued in the initial public offering to Mr. Yat-Gai Au or his designees.
On May 31, 2021, the Company effectuated a forward split at a ratio of 1,000-for-1 to increase its authorized capital shares from 100,000,000 Ordinary Shares with a par value of $0.01 per share to 100,000,000,000 Ordinary Shares with a par value of $0.00001 per share, or the 2021 Forward Split.
On July 20, 2021, the Issuer issued 342,105 Ordinary Shares to Regencell (BVI) Limited, designee of Mr. Yat-Gai Au, pursuant to the Note. As a result of the 2021 Forward Split and conversion of the Note, Mr. Yat-Gai Au indirectly owns and controls 10,342,105 Ordinary Shares of the Issuer through his 100% ownership of Regencell (BVI) Limited.
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| Item 4. | Purpose of Transaction. |
The purpose of the acquisition is for investment only. The Reporting Persons may make further acquisitions of the Issuer’s Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.
Except for the foregoing and except in Yat-Gai Au’s capacity as the Chief Executive Officer and the chairman of the board of director of the Issuer and the beneficial owner of 10,345,105 Ordinary Shares of the Issuer, as of the date of this Schedule 13D, the Reporting Persons do not have any plans or proposals which relate to or would result in:
| (a) | the acquisition by any person of additional securities of the Issuer; |
| (b) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; |
| (d) | any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of terms of directors or to fill any existing vacancies on the board; |
| (e) | any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | any other material change in the Issuer’s business or corporate structure; |
| (g) | changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any other person; |
| (h) | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
| (j) | any similar action to those enumerated above. |
| Item 5. | Interest in Securities of the Company. |
| (a)-(b) | The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | Other than the acquisition of the shares as reported in this Schedule 13D, no actions in the Ordinary Shares were effected during the past sixty (60) days by the Reporting Persons. |
| (d) | None. |
| (e) | N/A. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. |
The following descriptions are qualified in their entirety by the agreements and instruments included as exhibits to this Schedule 13D.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments hereto. A copy of such agreement is attached as Exhibit 99.1 and is incorporated by reference herein.
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Regencell (BVI) Limited and Mr. Yat-Gai Au are subject to lock-up agreements with the Maxim Group LLC whereby Regencell (BVI) Limited and Mr. Yat-Gai Au have agreed, subject to certain exceptions, not to offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Ordinary Shares or similar securities for a period commencing on the date of the underwriting agreement with Maxim Group LLC and ending one hundred and eighty days after such date. Copies of such agreement are attached as Exhibit 99.2 and 99.3 and are incorporated by reference herein.
To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer, except as described herein.
| Item 7. | Material to be Filed as Exhibits. |
| * | filed herewith |
[The remainder of this page is left blank intentionally.]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: July 27, 2021 | ||
| By: | /s/ Yat-Gai Au | |
| Name: | Yat-Gai Au | |
| Regencell (BVI) Limited | ||
| By: | /s/ Yat-Gai Au | |
| Name: |
Yat-Gai Au Sole Director |
|
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Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Ordinary Shares of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
| Date: July 27, 2021 | ||
| By: | /s/ Yat-Gai Au | |
| Name: | Yat-Gai Au | |
| Regencell (BVI) Limited | ||
| By: | /s/ Yat-Gai Au | |
| Name: |
Yat-Gai Au Sole Director |
|
Exhibit 99.2
Lock-Up Agreement
July 15, 2021
Maxim Group LLC
405 Lexington Avenue
New York, NY 10174
Ladies and Gentlemen:
The undersigned understands that Maxim Group LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of Ordinary Shares no par value (the “Ordinary Shares”).
To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending hundred and eighty (180) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities (i) as a bona fide gift, by will or intestacy, (ii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, or (iii) to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (ii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Ordinary Shares, as applicable; provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or a sale of 100% of the Company’s outstanding Ordinary Shares.
The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned understands that, if the Underwriting Agreement is not executed by August 5, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
2
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
| Very truly yours, | ||
| Yat-Gai Au | ||
| (Name - Please Print) | ||
| /s/ Yat-Gai Au | ||
| (Signature) | ||
| (Name of Signatory, in the case of entities - Please Print) | ||
| (Title of Signatory, in the case of entities - Please Print) | ||
| Address: | ||
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Exhibit 99.3
Lock-Up Agreement
July 15, 2021
Maxim Group LLC
405 Lexington Avenue
New York, NY 10174
Ladies and Gentlemen:
The undersigned understands that Maxim Group LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with Regencell Bioscience Holdings Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of Ordinary Shares no par value (the “Ordinary Shares”).
To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending hundred and eighty (180) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities (i) as a bona fide gift, by will or intestacy, (ii) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement, or (iii) to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (ii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.
No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Ordinary Shares, as applicable; provided that the undersigned does not transfer the Ordinary Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or a sale of 100% of the Company’s outstanding Ordinary Shares.
The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned understands that, if the Underwriting Agreement is not executed by August 5, 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.
2
Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.
| Very truly yours, | ||
| (Name - Please Print) | ||
| /s/ Yat-Gai Au | ||
| (Signature) | ||
| Yat-Gai Au | ||
| (Name of Signatory, in the case of entities - Please Print) | ||
| Director | ||
| (Title of Signatory, in the case of entities - Please Print) | ||
| Address: | ||
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