Washington, D.C. 20549
(Amendment No. 4)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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).
1 |
NAME OF REPORTING PERSON: Regencell (BVI) Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
10,539,159 Ordinary Shares |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
10,539,159 Ordinary Shares |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,539,159 Ordinary Shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.0% |
14 |
TYPE OF REPORTING PERSON
CO |
1 |
NAME OF REPORTING PERSON: Yat-Gai Au
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
PF |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong Special Administrative Region of the People’s Republic
of China (“Hong Kong”) |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
10,539,159 Ordinary Shares |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
10,539,159 Ordinary Shares |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,539,159 Ordinary Shares |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.0% |
14 |
TYPE OF REPORTING PERSON
IN |
This Amendment No. 4 to Schedule 13D (this “Amendment
No. 4”) 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. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule
13D is hereby amended and supplemented by adding the following at the end of Item 3:
Between April 1, 2022
and May 13, 2022, Regencell (BVI) Limited acquired a total of another 49,010 Ordinary Shares from open market purchases at an aggregate
price of $1,141,528. Regencell (BVI) Limited used Mr. Yat-Gai Au’s personal funds to effect these purchases of Ordinary Shares.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule
13D is hereby amended and restated in its entirety with the following:
The Reporting Persons acquired the Ordinary Shares
described in Item 5(c), and all other Ordinary Shares purchased since the initial filing of Schedule 13D on July 27, 2021, for investment
purposes.
Except for the foregoing and except in Yat-Gai
Au’s capacity as the Chief Executive Officer and the chairman of the board of director of the Issuer and the beneficial owner of
the Ordinary Shares of the Issuer, other than as set forth in the Schedule 13D, the Reporting Persons, or to the knowledge of the Reporting
Persons, the persons identified in Item 2 to Schedule 13D, do not have any plans or proposals which relate to or would result in, any
of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D, although, depending on the factors discussed herein,
the Reporting Persons, and any persons identified in Item 2 to Schedule 13D, may change their purpose or formulate different plans or
proposals with respect thereto at any time.
General
The Reporting Persons intend to review their investments
in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without
prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing
evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities;
general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and
other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of
the securities then held, in the open market or in privately negotiated transactions.
In addition, the Reporting Persons may engage
in discussions with management, the board of directors of the Issuer, and shareholders of the Issuer and other relevant parties or encourage,
cause or seek to cause the Issuer or such persons to consider or explore: sales or acquisitions of assets or businesses; changes to the
capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including
changes in management or the composition of the board of directors of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
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. 4 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 May 13, 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 April 1, 2022
and May 13, 2022, Regencell (BVI) Limited acquired an aggregate of another 49,010 Ordinary Shares at share prices between $21.5099 and
$25.2256 from open market purchases. Among the purchases, on various days from March 18, 2022 to May 13, 2022 during the past sixty (60)
days of the date of this Amendment No. 4, Regencell (BVI) Limited purchased a total of 66,240 Ordinary Shares from open market purchases.
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.
Date | |
Number of Ordinary Shares Purchased | | |
Average Daily Price per Share | |
March 21, 2022 | |
| 977 | | |
$ | 31.2610 | |
March 22, 2022 | |
| 2,110 | | |
$ | 31.3318 | |
March 23, 2022 | |
| 800 | | |
$ | 30.4913 | |
March 24, 2022 | |
| 683 | | |
$ | 30.6140 | |
March 25, 2022 | |
| 1,200 | | |
$ | 30.7333 | |
March 28, 2022 | |
| 3,400 | | |
$ | 28.6526 | |
March 29, 2022 | |
| 3,540 | | |
$ | 27.5428 | |
March 30, 2022 | |
| 1,107 | | |
$ | 25.6790 | |
March 31, 2022 | |
| 3,413 | | |
$ | 21.8062 | |
April 1, 2022 | |
| 3,540 | | |
$ | 22.3480 | |
April 4, 2022 | |
| 4,878 | | |
$ | 23.5441 | |
April 5, 2022 | |
| 1,594 | | |
$ | 23.3889 | |
April 11, 2022 | |
| 1,500 | | |
$ | 23.5120 | |
April 12, 0222 | |
| 2,104 | | |
$ | 21.9641 | |
April 13, 2022 | |
| 2,452 | | |
$ | 21.5099 | |
April 14, 2022 | |
| 500 | | |
$ | 21.7810 | |
April 18, 2022 | |
| 3,592 | | |
$ | 22.8040 | |
April 19, 2022 | |
| 2,158 | | |
$ | 22.6553 | |
April 20, 2022 | |
| 1,617 | | |
$ | 23.4747 | |
April 21, 2022 | |
| 1,610 | | |
$ | 23.3127 | |
April 22, 2022 | |
| 812 | | |
$ | 22.8512 | |
April 25, 2022 | |
| 501 | | |
$ | 22.7315 | |
April 26, 2022 | |
| 1,204 | | |
$ | 23.1135 | |
April 27, 2022 | |
| 1,060 | | |
$ | 23.5650 | |
April 28, 2022 | |
| 300 | | |
$ | 23.3533 | |
May 2, 2022 | |
| 760 | | |
$ | 22.2692 | |
May 3, 2022 | |
| 3,565 | | |
$ | 23.2758 | |
May 4, 2022 | |
| 1,033 | | |
$ | 23.8171 | |
May 5, 2022 | |
| 1,592 | | |
$ | 23.2917 | |
May 6, 2022 | |
| 1,940 | | |
$ | 23.3610 | |
May 9, 2022 | |
| 1,951 | | |
$ | 23.0960 | |
May 10, 2022 | |
| 1,514 | | |
$ | 24.3132 | |
May 11, 2022 | |
| 1,928 | | |
$ | 25.2256 | |
May 12, 2022 | |
| 1,720 | | |
$ | 24.4570 | |
May 13, 2022 | |
| 3,585 | | |
$ | 25.0052 | |
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: May 16, 2022
|
Regencell (BVI) Limited |
|
|
|
|
By: |
/s/ Yat-Gai Au |
|
Name: |
Yat-Gai Au |
|
Title: |
Sole Director |
|
|
|
|
/s/ Yat-Gai Au |
|
Name: |
Yat-Gai Au |
[Signature Page to Schedule 13D/A]
6