Full Press Release Details
Regencell Bioscience Holdings Limited Announces
First Half 2022 Management Financial Results
HONG KONG, June 2, 2022 - Regencell
Bioscience Limited (Nasdaq: RGC) (the "Company"), today announced its unaudited interim financial results for the six months
ended December 31, 2021.
UNAUDITED CONDENSED CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
| As of December 31, | As of June 30, | |||||||
| 2021 | 2021 | |||||||
| Current assets | $ | 19,011,202 | $ | 66,849 | ||||
| Other assets | 2,051,693 | 273,285 | ||||||
| Total assets | 21,062,895 | 340,134 | ||||||
| Total liabilities | 1,363,820 | 4,337,771 | ||||||
| Total shareholders' equity (deficits) | 19,699,075 | (3,997,637 | ) | |||||
| Total liabilities and shareholders' equity (deficit) | $ | 21,062,895 | $ | 340,134 |
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS
OPERATIONS AND COMPREHENSIVE LOSS
| For the Six Months Ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| OPERATING EXPENSES: | ||||||||
| Selling expenses | $ | 8,047 | $ | - | ||||
| General and administrative expenses (including stock-based compensation of $1,006,353 and nil for the six-month ended December 31, 2021 and 2020) | 2,535,457 | 114,944 | ||||||
| Research and development expenses (including stock-based compensation of $598,005 and nil for the six-month ended December 31, 2021 and 2020) | 1,115,402 | 253,521 | ||||||
| Total operating expenses | 3,658,906 | 368,465 | ||||||
| LOSS FROM OPERATIONS | $ | (3,658,906 | ) | $ | (368,465 | ) | ||
| OTHER INCOME, NET | 89 | 34,617 | ||||||
| LOSS BEFORE INCOME TAX EXPENSE | (3,658,817 | ) | (333,848 | ) | ||||
| PROVISION FOR INCOME TAXES | - | - | ||||||
| NET LOSS | $ | (3,658,817 | ) | $ | (333,848 | ) | ||
| COMPREHENSIVE LOSS | $ | (3,658,817 | ) | $ | (333,848 | ) | ||
| NET LOSS ATTRIBUTABLE TO: | ||||||||
| Stockholders of Regencell Bioscience Holdings Limited | (3,591,452 | ) | (333,848 | ) | ||||
| Non-controlling interests | (67,365 | ) | - | |||||
| $ | (3,658,817 | ) | $ | (333,848 | ) | |||
| NET COMPREHENSIVE LOSS ATTRIBUTABLE TO: | ||||||||
| Stockholders of Regencell Bioscience Holdings Limited | (3,591,452 | ) | (333,848 | ) | ||||
| Non-controlling interests | (67,365 | ) | - | |||||
| $ | (3,658,817 | ) | $ | (333,848 | ) | |||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||||
| Basic and diluted* | 12,589,838 | 10,000,000 | ||||||
| LOSS PER SHARE | ||||||||
| Basic and diluted | $ | (0.29 | ) | $ | (0.03 | ) |
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of
Financial Condition and Results of Operations ("Management's Discussion and Analysis") is designed to provide
you with a narrative explanation of the financial condition and results of operations of Regencell Bioscience Holdings Limited as of and
for the six months ended December 31, 2021. Unless otherwise indicated or the context otherwise requires, all references in this discussion
and analysis to "RGC", the "Company," "we," "our," "ours," "us"
or similar terms refer to Regencell Bioscience Holdings Limited and its consolidated subsidiaries.
You should read this Management's
Discussion and Analysis in conjunction with our summary of unaudited condensed consolidated interim financial statements as of and
for the six-month period ended December 31, 2021. You should also read this Management's Discussion and Analysis in
conjunction with our audited consolidated financial statements, including the notes thereto, and the section titled "Risk
Factors" included in the Company's Annual Report on Form 20-F filed with the United States Securities and Exchange
Commission ("SEC") on October 29, 2021.
Our unaudited condensed consolidated interim financial
statements were prepared in accordance with U.S. GAAP. The Company's functional currency is the Hong Kong Dollar ("HK$")
and its financial statements are presented in U.S. dollars. "HK$" refers to the legal currency of Hong Kong and "$",
"US$" or "U.S. Dollars" refers to the legal currency of the United States. We have made rounding adjustments to
some of the figures included in this Management's Discussion and Analysis. Accordingly, any numerical discrepancies in any table
between totals and sums of the amounts listed are due to rounding.
Note Regarding Forward-Looking Statements
announcement contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of
1995. You can identify some of these forward-looking statements by words or phrases such as "may," "will,"
"expect," "anticipate," "aim," "estimate," "intend," "plan,"
"believe," "is/are likely to," "potential," "continue" or other similar expressions.
Statements that are not historical facts, including statements about the Company's beliefs and expectations, are
forward-looking statements. Among other things, the business outlook and quotations from management in this announcement, as well as the Company's strategic and operational plans, contain forward-looking statements. The
Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange
Commission ("SEC") on Forms 20-F and 6-K, in its annual report to shareholders, in s and other written materials and in
oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and
number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but
not limited to the following: the Company's goals and strategies; the Company's future business development, financial condition
and results of operations; changes in the Company's expenditures; general economic and business conditions globally; the impact
of the COVID-19 pandemic to our business operations; and assumptions underlying or related to any of the foregoing.
information regarding these and other risks is included in the Company's annual report on Form 20-F and current report on Form 6-K
and other documents filed with the SEC. All information provided in this announcement is as of the date
of furnishing of this announcement, and the Company does not undertake any obligation to update any forward-looking
statement, except as required under applicable laws.
Regencell Bioscience Holdings Limited
We are a holding company
incorporated on October 30, 2014, under the laws of the Cayman Islands, and conduct our business in Hong Kong through our wholly-owned
subsidiary, Regencell Bioscience Limited, a company incorporated in Hong Kong on May 12, 2015, and Regencell Limited, a company incorporated
in Hong Kong on November 20, 2014. We are an early-stage bioscience company that focuses on research, development and commercialization
of Traditional Chinese Medicine ("TCM") for the treatment of neurocognitive disorders
and degeneration, specifically Attention Deficit Hyperactivity Disorder ("ADHD") and
Autism Spectrum Disorder ("ASD"), as well as infectious diseases affecting people's immune system such as the coronavirus
disease 2019 ("COVID-19"). Our goal is to save and improve the lives of the patients, their families and caregivers
and become a market leader for natural and holistic treatments for neurological disorders and infectious diseases globally.
Our TCM formulae candidates are derived from a
TCM base formula and an adjustable formula developed by Regencell's strategic partner TCM Practitioner, Mr. Sik-Kee Au, based on
his TCM brain theory, known as "Sik-Kee Au TCM Brain Theory " ("TCM Brain Theory"). Our TCM formulae
candidates have demonstrated reduced severity in patients' ADHD and ASD conditions, as reflected in lower Autism
Treatment Evaluation Checklist ("ATEC"), Gilliam Autism Rating Scale ("GARS"), Vanderbilt ADHD Diagnostic Parent
Rating Scale ("VADRS") and Swanson, Nolan, and Pelham (SNAP)-IV 26-item Parent Rating Scale ("SNAP-IV-26")
assessment scores, using the personalized TCM formula in our first research study. The activity and specificity of the TCM base formula
have been optimized by the TCM Practitioner in his prior ADHD and ASD treatments. As of the date hereof, the TCM Practitioner has standardized
the adjustable formula into three Fixed Adjusted Formulas for mild, moderate and severe ADHD and ASD conditions. The TCM Brain Theory
is not recognized in general literature of TCM or elsewhere. However, the TCM Practitioner has prescribed the TCM formula based on his
TCM Brain Theory for over 30 years to treat ADHD, ASD and many neurological illnesses, disorders and degeneration and obtained satisfactory
clinical treatment results. Such clinical treatment results are not supported by controlled clinical data or trials.
We aim to launch three standardized liquid-based
TCM formulae candidates for mild, moderate and severe ADHD and ASD patients in Hong Kong first and subsequently to other markets as we
deem appropriate. Since March 2020, the TCM practitioner has used his proprietary TCM formula which
he has been using over the past 30 years to treat various cold and flu patients, to treat COVID-19 patients.
infection and death rates are rising rapidly, there is a pressing need for a COVID-19 treatment that can be widely available and easily
2, 2021, Regencell Bioscience Limited ("Regencell HK"), a Hong Kong company and wholly-owned subsidiary of Regencell Bioscience
Holdings Limited (the "Company"), entered into a joint venture agreement (the "JV Agreement") with Honor Epic
Enterprises Limited ("Honor Epic"), a company incorporated in the British Virgin Islands, to form a joint venture, Regencell
Bioscience Asia Limited under the laws of Hong Kong (the "Joint Venture"). Regencell HK and Honor Epic plan to work together
to make this treatment available in the ASEAN countries, India, Japan, Australia and New Zealand. The principal business of the Joint
Venture will be to trade, manufacture, market and distribute TCM formulae products to enable, provide or support the treatment of COVID-19
using TCM in the ASEAN countries, India, Japan, Australia and New Zealand.
On September 2, 2021,
Regencell Bioscience Limited entered into a joint venture agreement (the "JV Agreement") with Honor Epic Enterprises Limited
("Honor Epic"), a company incorporated in the British Virgin Islands, to form a joint venture under the laws of Hong Kong.
Pursuant to the JV Agreement, among other things and subject to the terms and conditions contained therein, Regencell Bioscience Limited
and Honor Epic agreed to establish Regencell Bioscience Asia Limited (the "JV"), a private company limited by issuing shares
Pursuant to the JV Agreement,
Regencell Bioscience Limited shall contribute 60% of the capital for the JV to fund its operations including trading, manufacturing, marketing
and distribution of traditional Chinese medicine formulae products and to procure, enable, provide or support the treatment of COVID-19.
In addition, Regencell HK will grant the JV exclusive rights to market and distribute its proprietary COVID-19 TCM treatment ("Regencell
Covid Treatment Products") in ASEAN countries, India, Japan, Australia and New Zealand ("Designated Markets"), for an
initial term of two years, pursuant to a license agreement to be entered by and between Regencell HK and the JV. Honor Epic shall contribute
40% of the capital for the JV and shall use its best efforts to market, promote, and distribute the Regencell Covid Treatment Products
in the Designated Markets. Regencell HK may appoint two board members in the JV and Honor Epic may appoint one board member in the JV.
Sixty percent (60%) of the net profits or net loss of the JV will be distributed to or assigned to Regencell HK and the remaining forty
percent (40%) distributed to or assigned to Honor Epic. In the event that Regencell HK decides to dispose of all of its shares in the