aibioRegencell Bioscience agrees to $20.0 million registered direct offering at $20.30 a share
Tickers RGC
Regencell Bioscience agreed on May 19, 2026 to sell 985,222 ordinary shares at $20.30 each in a registered direct offering, about $20.0 million gross. Univest Securities, LLC is the sole placement agent and is also buying shares for its own account.
Key facts
- Company
- Regencell Bioscience Holdings Limited (NASDAQ: RGC)
- News type
- Financings
- Primary source
- Regencell Bioscience Holdings Limited 6-K (2026-05-19)
The offering
Regencell Bioscience Holdings Limited announced on May 19, 2026 that it had signed a definitive agreement to sell 985,222 ordinary shares at $20.30 per share in a registered direct offering. The company expects gross proceeds of about $20.0 million, with the total purchase price given as $20,000,006.60. The offering is led by a $19 million investment from a new fundamental institutional investor, which the release does not name, with further participation from Univest.
The price is well below the $27.79 closing price on the Nasdaq Capital Market on May 18, 2026. On March 27, 2026, the last reported sale price was $25.67.
The transaction was expected to close on or about May 20, 2026, subject to customary conditions. The shares are offered under a Form F-3 shelf registration statement, File No. 333-294722, filed on March 30, 2026 and automatically effective on filing.
The placement agent
Univest Securities, LLC is the sole placement agent. It is engaged to use its best efforts to find buyers, and it is not obliged to buy or sell any shares. The company pays it a cash fee of 6.5% of the aggregate gross proceeds, including proceeds from shares Univest buys itself. It also reimburses out-of-pocket expenses of up to $75,000. The placement agent fees total $1,300,000.43, which leaves $18,700,006.17 before expenses.
Univest also agreed to buy 49,262 shares as principal for its own account, on the same terms as other investors, for a total of $1 million. The prospectus supplement says that role places Univest in a dual capacity. Latham & Watkins LLP represents the company on U.S. federal securities and New York law, and Hunter Taubman Fischer & Li LLC is counsel for Univest. Ogier (Cayman) LLP, the company's Cayman Islands counsel, passes on the validity of the shares. Chief executive Yat-Gai Au has agreed to a 65-day lock-up after closing, and Univest to a 60-day lock-up.
The use of proceeds
The company estimates net proceeds of about $18.4 million after the placement agent fees and other offering expenses. It says the proceeds will be used primarily for working capital and general corporate and other purposes. It says the amounts and timing of spending depend on the cash used in its operations, which the prospectus supplement flags as a risk.
The business
Regencell is a holding company incorporated in the Cayman Islands in 2014. It conducts its business in Hong Kong through subsidiaries, and it describes itself in its annual report on Form 20-F, filed October 31, 2025, as an early-stage bioscience company. Its focus is traditional Chinese medicine for attention-deficit/hyperactivity disorder and autism spectrum disorder.
The 20-F describes two research studies showing reduced severity in patients' ADHD and ASD symptoms on several rating scales. In the first, six patients aged five to twelve completed three months of treatment and one completed two months. The practitioner is the father of Mr. Au, the founder and chief executive. A second efficacy trial began in August 2021 and produced an interim report in 2023, and the prospectus supplement says no additional efficacy trials have been conducted since. Regencell says it has not generated revenue from any product. The 20-F also says the TCM brain theory on which its formula rests is not recognized in the general literature of traditional Chinese medicine. The 20-F says the practitioner has prescribed the formula for more than 30 years, and that the treatment results it cites are not supported by controlled clinical data or trials.
The dilution
The prospectus supplement puts net tangible book value at $0.0025 per ordinary share at December 31, 2025, rising to $0.0396 as adjusted for the offering. It states an immediate dilution of $20.26 per share to investors in the offering. Its risk factors also list uncertainty about the company's ability to continue as a going concern, which could force it to curtail or discontinue operations.
What comes next
The next step named in the filings is the closing on or about May 20, 2026. The company says it will use the net proceeds for working capital and general purposes, without naming any specific project or study.