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 ~~June~~February ~~2025~~2026

Commission File Number: 001-40617

Regencell Bioscience Holdings Limited

(Registrant’s Name)

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 ☐

~~Appointment~~Lock-up of ~~Independent~~Directors ~~Director~~and Employees

~~On June 30, 2025, the board of directors of~~ Regencell Bioscience Holdings Limited, atoday announced ~~company~~that ~~incorporated~~all ~~under~~employees ~~the~~and ~~laws~~directors ofwho ~~the~~were ~~Cayman~~previously ~~Islands~~granted ~~(the~~stock ~~“Company”),~~options ~~appointed~~have ~~Ms.~~agreed ~~Margaret~~to ~~Hoor~~a ~~Han~~further ~~Lo,~~lock-up undertaking asfor aan ~~director~~additional of12 ~~the Company~~months, ~~effective~~until ~~the~~April ~~same day~~20, to2027. ~~fill~~Under ~~the~~this ~~vacancy~~extended ~~resulting~~undertaking, ~~from~~100% ~~the resignation~~ of ~~Mr.~~each ~~Paul~~such J.employee’s ~~Niewiadomski.~~shares and ~~Ms.~~vested Loshare ~~will~~options ~~also~~and ~~serve~~82% onto ~~the~~92% ~~Company’s~~of ~~audit~~each ~~committee,~~such ~~compensation~~director’s ~~committee~~shares and ~~nominating~~vested ~~and~~share ~~corporate~~options ~~governance~~will ~~committee. Ms.~~remain Losubject isto athe ~~seasoned~~lock-up undertaking ~~investor~~during ~~with~~the ~~over~~additional 3012-month ~~years~~lock-up ofperiod. ~~extensive~~A ~~experience~~form inof ~~real~~the ~~estate~~lock-up ~~investments.~~undertaking ~~She~~extension is ~~also~~attached ~~deeply~~hereto ~~committed~~as toExhibit 99.1. ~~philanthropy~~Previously, ~~actively~~all ~~participating~~such indirectors ~~various charitable initiatives~~ and ~~volunteer~~employees ~~work.~~had ~~There~~signed islock-up ~~no family~~undertakings ~~relationship between Ms. Lo~~ and ~~any~~related ofextensions ~~our~~until ~~other~~April ~~officers~~20, ~~and directors~~2026.

Resignation of Independent Director

Mr. Paul J. Niewiadomski, an independent director of the Company, notified the Company of his resignation from the board of directors for personal reasons on June 30, 2025, effective the same day. Mr. Niewiadomski was the chairperson of the nominating and corporate governance committee and a member of the compensation committee and the audit committee. His resignation was not a result of any disagreements with the Company or any of its subsidiaries and affiliates on any matter related to the operations, policies or practices of the Company or any of its subsidiaries and affiliates.

Mr. Niewiadomski will remain with the Company in an advisory role.

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: ~~June~~February 3013, ~~2025~~2026

	Regencell Bioscience Holdings Limited

	By:	/s/ Yat-Gai Au
	Name:	Yat-Gai Au
	Title:	Chief Executive Officer and Chairman of the Board of Directors

[Signature Page to Form 6-K]

EXHIBIT INDEX

Exhibit No.		Description
99.1		Form of Letter of Lock-up Undertaking

Filing Compare · Regencell Bioscience Holdings Ltd