Important Information Regarding Section 20(a) Individual Liability Claims: Regencell’s CEO Owned 88.6% of Shares While Allegedly Concealing Market Manipulation Vulnerability and DOJ Investigation Risk
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NEW YORK, May 13, 2026 — Levi & Korsinsky, LLP alerts investors in Regencell Bioscience Holdings Limited (NASDAQ: RGC) of a pending securities class action. Class Period: October 28, 2024 through October 31, 2025. Find out if you qualify to recover losses or contact Joseph E. Levi, Esq. at jlevi@levikorsinsky.com | (212) 363-7500.
Two senior officers of Regencell are named as individual defendants in a securities class action alleging they personally signed misleading SEC certifications while the Company’s stock experienced a 48,650% surge disconnected from business fundamentals. RGC shares fell $3.09 per share, or 18.56%, after the Company disclosed a DOJ subpoena on October 31, 2025. The Court has set June 23, 2026 as the deadline to apply for lead plaintiff appointment.
The Named Individual Defendants
The complaint names Yat-Gai Au, Regencell’s founder, Chairman, and CEO, and Michelle Chan, the Company’s Financial Controller, as individual defendants. The action contends that both officers possessed the power and authority to control the contents of Regencell’s SEC filings, press releases, and other market communications. Au personally owned 88.6% of Regencell’s outstanding shares as of June 30, 2025, giving him an outsized personal financial stake in the Company’s share price.
Section 20(a) Control Person Framework
Section 20(a) of the Securities Exchange Act of 1934 imposes liability on individuals who “controlled” a company that violated federal securities laws. The pleading asserts that Au and Chan, by virtue of their senior positions and authority over corporate disclosures, acted as controlling persons of Regencell. As averred in the complaint, both defendants were provided with copies of SEC filings and press releases prior to or shortly after issuance and had the ability to prevent their issuance or cause them to be corrected.
Sarbanes-Oxley Certification Obligations
● Au and Chan each signed certifications under the Sarbanes-Oxley Act of 2002 appended to the 2024 annual report on Form 20-F
● These certifications stated that the filing “does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made . . . not misleading”
● The complaint charges that the certifications were false because they omitted known risks regarding market manipulation vulnerability and resulting regulatory exposure
● Au’s 88.6% ownership stake allegedly gave him direct, personal awareness of extraordinary price and volume fluctuations in RGC shares
● Chan, as Financial Controller, allegedly oversaw the preparation of financial disclosures that failed to adequately warn investors of these material risks
● Both defendants allegedly knew that adverse facts had not been disclosed to the investing public
Scienter Allegations
The complaint charges that Defendants had both motive and opportunity to commit fraud. Regencell transformed from a penny-stock company trading below $1.00 per share into an entity with an approximately $14 billion market value despite having twelve employees, zero revenue, and no approved products. Au’s controlling ownership stake meant this surge translated directly into a massive increase in his personal net worth, creating strong incentive to avoid disclosures that could destabilize the share price.
Speak with an attorney about your options or call (212) 363-7500.
“Corporate officers have a duty to ensure their companies’ public statements are accurate and complete. When officers sign Sarbanes-Oxley certifications attesting to the accuracy of SEC filings, they bear personal responsibility for the truthfulness of those representations.” — Joseph E. Levi, Esq.
Submit your information to join the recovery or contact Joseph E. Levi, Esq. at (212) 363-7500.
Levi & Korsinsky, LLP — Top 50 securities litigation firm (ISS, seven consecutive years). Over 70 professionals. Hundreds of millions recovered.
Frequently Asked Questions About the RGC Lawsuit
Q: Who are the defendants named in the RGC lawsuit? A: The complaint names Regencell Bioscience Holdings Limited and individual defendants including Yat-Gai Au (Founder, Chairman, and CEO) and Michelle Chan (Financial Controller), both of whom signed SEC filings and Sarbanes-Oxley certifications during the Class Period.
Q: When did Regencell allegedly mislead investors? A: The class period runs from October 28, 2024 to October 31, 2025. The alleged fraud was revealed when the Company disclosed a DOJ subpoena regarding trading in its ordinary shares, causing an 18.56% stock decline.
Q: What do RGC investors need to do right now? A: Gather brokerage records including purchase dates, share quantities, and prices paid. Contact Levi & Korsinsky for a free, no-obligation evaluation at jlevi@levikorsinsky.com or (212) 363-7500. No immediate action is required to remain eligible as a class member.
Q: What does it cost me to participate? A: Nothing. Securities class actions are handled on a pure contingency basis. No upfront fees, no retainer, no out-of-pocket costs.
Q: What if I already sold my RGC shares — can I still recover losses? A: Yes. Eligibility is based on when you purchased, not whether you still hold them. Investors who bought during the class period and sold at a loss may still participate.
Q: What is a lead plaintiff and why does it matter? A: A lead plaintiff is the investor appointed by the court to represent the entire class. Lead plaintiffs are typically investors with the largest documented losses. Being appointed does not increase individual recovery but gives direct oversight of how the case is run.
CONTACT:
Levi & Korsinsky, LLP
Joseph E. Levi, Esq.
Ed Korsinsky, Esq.
33 Whitehall Street, 27th Floor
New York, NY 10004
Tel: (212) 363-7500
Fax: (212) 363-7171