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Regencell Bioscience Holdings Ltd Form F-1/A Filed 2021-06-23

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Regencell Bioscience Holdings Ltd Form F-1/A Filed 2021-06-23 SECURITIES AND EXCHANGE COMMISSION FORM F-1/A Registration statement for securities of certain foreign private issuers [amend] Filing Date: 2021-06-23 SEC Accession No. 0001213900-21-033616 (HTML Version on secdatabase.com) FILER Regencell Bioscience Holdings Ltd Mailing Address Business Address 11/F FIRST COMMERCIAL 11/F FIRST COMMERCIAL CIK:1829667| IRS No.: 000000000 | State of Incorp.:E9 BUILDING BUILDING Type: F-1/A | Act: 33 | File No.: 333-254571 | Film No.: 211036519 33-35 LEIGHTON ROAD, 33-35 LEIGHTON ROAD, SIC: 2833 Medicinal chemicals & botanical products CAUSEWAY BAY CAUSEWAY BAY HONG KONG K3 999077 HONG KONG K3 999077 852 2155 0823 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on June 22, 2021 Registration No. 333-254571 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REGENCELL BIOSCIENCE HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Cayman Islands 2833 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 11/F First Commercial Building 33-35 Leighton Road Causeway Bay, Hong Kong + 852 2155 0823 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 302-738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a Copy to: Joan Wu, Esq. Mitchell Nussbaum, Esq. Arila Zhou, Esq. Angela M. Dowd, Esq. Hunter Taubman Fischer & Li LLC Loeb & Loeb LLP 800 Third Avenue, Suite 2800 345 Park Avenue New York, NY 10022 New York, NY 10154 Tel: 212.530.2208 Tel: 212.407.4000 Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Emerging growth company ☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Maximum Amount of Aggregate Registration Title of Each Class of Securities to Be Registered Offering Fee(6) Price(1)(2) Ordinary shares, par value $0.00001 per share(1) (3) $27,772,500.00 $ 3,029.98 Underwriter’s Warrants(4) - - Ordinary shares, par value $0.00001 per share, underlying Underwriter’s Warrants(5) $ 763,743.75 $ 83.32 Total $28,536,243.75 $ 3,113.30 Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. (1) Includes the offering price of ordinary shares that the underwriter has the option to purchase to cover over-allotments, if any. In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional Ordinary Shares that shall (2) be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions. Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities (3) Act. (4) No separate fee is required pursuant to Rule 457(i) of the Securities Act. The Registrant will issue to the underwriter warrants to purchase a number of Ordinary Shares equal to an aggregate of 2.5% of the total number of ordinary shares (the “Underwriter Warrants”) sold in the offering. The Underwriter Warrants will have an exercise price of 110% of the public offering price per ordinary shares sold in the offering. The Underwriter Warrants are exercisable (5) commencing six (6) months immediately following the closing of this offering for a period of five (5) years after the closing of this offering, at any time, and from time to time, in whole or in part. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. Resales of ordinary shares issuable upon exercise of the Underwriter Warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act are also registered hereby. (6) Previously paid. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXPLANATORY NOTE On May 31, 2021, we effectuated a forward split at a ratio of 1,000-for-1 to increase our 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 (the “2021 Forward Split”). As a result of the 2021 Forward Split, we now have 10,000,000 Ordinary Shares issued and outstanding as of the date hereof. All share numbers, option numbers, warrant numbers, other derivative security numbers and exercise prices appearing in this registration statement have been adjusted to give effect to the 2021 Forward Split, unless otherwise indicated or unless the context suggests otherwise. The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JUNE 22, 2021 2,300,000 Ordinary Shares REGENCELL BIOSCIENCE HOLDINGS LIMITED This is an initial public offering of our ordinary shares. We are offering on a firm commitment basis, 2,300,000 ordinary shares, $0.00001 par value per share (“Ordinary Shares”). The estimated initial public offering price per Ordinary Share is between $8.50 and $10.50. We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “RGC.” There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market; however, we will not complete this offering unless we receive approval for listing on Nasdaq Capital Market. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 14 to read about factors you should consider before buying our Ordinary Shares. Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page iii of this prospectus for more information. Mr. Yat-Gai Au, our founder, director, and Chief Executive Officer (the “CEO”), currently owns approximately 100% of our Ordinary Shares. Upon the closing of this offering, Mr. Yat-Gai Au will continue to own a controlling interest in us and we will meet the Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document definition of a “controlled company” under the corporate governance standards for Nasdaq listed companies and we will be eligible to utilize certain exemptions from the corporate governance requirements of the Nasdaq Stock Market. Per Share Total Public offering price $ $ Underwriter discount (1) $ $ Proceeds to us, before expenses $ $ We have agreed to reimburse the underwriter for certain expenses. See the section titled “Underwriting” beginning on page 104 of (1) this prospectus for additional disclosure regarding underwriter compensation and offering expenses.
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