Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 13 2021 - 8:31AM
Edgar (US Regulatory)
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 December 2021
Commission
File Number: 001-40617
Regencell
Bioscience Holdings Limited
11/F
First Commercial Building
33-35
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): ☐
Appointment
of 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.
Biographical
Information 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.
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
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Regencell
Bioscience Holdings Limited
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By:
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/s/
Yat-Gai Au
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Name:
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Yat-Gai Au
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Title:
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Chief Executive Officer
and Chairman of the Board of Directors
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