SEC Form SC 13D/A filed by Regencell Bioscience Holdings Limited (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5) 

Regencell Bioscience Holdings Limited

(Name of Issuer)

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 25, 2022

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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

CUSIP Number: G7487R100

CUSIP Number: G7487R100

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2021 (as amended to date, the “Schedule 13D”) by Mr. Yat-Gai Au, a Hong Kong citizen, and Regencell (BVI) Limited., a limited liability company organized in British Virgin Islands (“Regencell (BVI) Limited,” and together with Mr. Yat-Gai Au, the “Reporting Persons”), with respect to the ordinary shares of Regencell Bioscience Holdings Limited (the “Company” or “Issuer”), with par value $0.00001 per share (the “Ordinary Shares”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 3:

Between June 7, 2022 and July 25, 2022, Regencell (BVI) Limited acquired a total of another 22,435 Ordinary Shares from open market purchases at an aggregate price of $885,815. Regencell (BVI) Limited used Mr. Yat-Gai Au’s personal funds to effect these purchases of Ordinary Shares.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety with the following:

(a)-(b) The responses to Items 7 to 13 of each of the cover page of this Amendment No. 5 for the Reporting Persons are incorporated herein by reference.

Percentage is calculated based on the 13,012,866 ordinary shares of the Issuer issued and outstanding as of July 26, 2022, information provided by the Issuer.

Mr. Yat-Gai Au is the sole director and sole shareholder of Regencell (BVI) Limited and may be deemed to beneficially own the securities held by Regencell (BVI) Limited.

Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, none of the persons identified in Item 2 to Schedule 13D beneficially owns any Ordinary Shares of the Issuer.

(c) Between June 7, 2022 and July 25, 2022, Regencell (BVI) Limited acquired an aggregate of another 22,435 Ordinary Shares at share prices between $29.2100 and $44.9223 from open market purchases, all of which were purchased during the past sixty (60) days of the date of this Amendment No. 5. Details of the transactions are set forth below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, full information regarding the number of Ordinary Shares purchased at each separate price for these transactions.

CUSIP Number: G7487R100

Except as disclosed in Items 3, 4 and 5 of the Schedule 13D, no transactions in the Ordinary Shares were effected during the past sixty (60) days by the Reporting Persons, or to the knowledge of the Reporting Persons, any persons identified in Item 2 to Schedule 13D.

(d) None.

(e) Not applicable.

SIGNATURES

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 26, 2022

[Signature Page to Schedule 13D/A]