Regencell Bioscience Holdings Limited Announces First Half 2023 Management Financial Results

Regencell Bioscience Holdings Limited Announces

First Half 2023 Management Financial Results

HONG KONG, June 15, 2023 - Regencell

Bioscience Holdings Limited (Nasdaq: RGC) (the "Company"), today announced its unaudited condensed consolidated interim

financial results for the six months ended December 31, 2022.

UNAUDITED CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2022

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS

OPERATIONS AND COMPREHENSIVE LOSS

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, 2022. 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, 2022. 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 31, 2022.

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

Management's Discussion and Analysis 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 from management in this Management's Discussion and Analysis, 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 reports

to shareholders, in its 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 uncertainties.

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; 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 Management's Discussion and Analysis is as of the date

of furnishing of this Management's Discussion and Analysis, 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 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"), and have been

demonstrated to reduce 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 and standardized TCM formula in our second research

trial. 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 2021, the TCM practitioner has started to develop a TCM treatment

formula targeting COVID patients.

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 JV 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.

Results of Operations

During the six-month period ended December 31,

2022, we incurred total operating expenses of approximately $3.4 million, a decrease of approximately $0.3 million, or 6%, as compared

to total operating expenses of approximately $3.7 million during the six-month period ended December 31, 2021.

Selling expenses increased by approximately $0.09

million for the six-month period ended December 31, 2022 from approximately $8 thousand for the same period in 2021. The increase was

mainly due to an increase in expenses relating to digital marketing promotions.

General and administrative expenses decreased

by approximately $0.5 million, or 22%, to approximately $2.0 million for the six-month period ended December 31, 2022 from approximately

$2.5 million for the six-month period ended December 31, 2021. The decrease was mainly attributable to approximately $0.5 million in amortization

of share-based payments for our general and administrative personnel

for the six-month period ended December 31, 2022.

Research and development expenses increased by

approximately $0.3 million, or 21%, to approximately $1.4 million for the six-month period ended December 31, 2022 from approximately