SEC Form 6-K filed by Regencell Bioscience Holdings Limited

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 2025

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 15 months, until April 20, 2026. 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 January 20, 2025.

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 15, 2025

[Signature Page to Form 6-K]

EXHIBIT INDEX

3