Business Context and Reporting Period
This Form 6-K filing by Regencell Bioscience Holdings Ltd (Nasdaq: RGC) is dated April 17, 2026. The report announces a change in the Company's independent registered public accounting firm, effective April 16, 2026. The filing is incorporated by reference into a Registration Statement on Form F-3 filed on March 30, 2026.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the transition of the external auditor.
Material Changes
- Accountant Dismissal: Marcum Asia CPAs LLP was dismissed as the independent registered public accounting firm effective April 16, 2026.
- Accountant Appointment: HTL International, LLC was appointed as the new independent registered public accounting firm effective April 16, 2026, to audit the fiscal year ending June 30, 2026.
- Audit History: Marcum Asia's reports for fiscal years ended June 30, 2024, and 2025 contained no adverse opinions or disclaimers, except for an explanatory paragraph regarding the Company's ability to continue as a going concern.
- Disagreements: There were no disagreements between the Company and Marcum Asia on accounting principles or auditing scope during the relevant periods, other than material weaknesses previously disclosed in the Company's Form 20-F filed on October 31, 2025.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, management commentary on future operations, or specific risk factors beyond the context of the auditor change. The primary contingency noted is the existence of material weaknesses in internal controls over financial reporting, as previously disclosed in the October 31, 2025 Form 20-F.
Investor Verification Checklist
- Verify the details of the "material weaknesses" disclosed in the Form 20-F filed on October 31, 2025.
- Review the explanatory paragraph in Marcum Asia's prior audit reports regarding the Company's "going concern" status.
- Confirm the terms of the engagement with the new auditor, HTL International, LLC.
- Examine the Registration Statement on Form F-3 (No. 333-294722) filed on March 30, 2026, for updated financial data and capital raising details.