NEW YORK, June 01, 2026 (GLOBE NEWSWIRE) -- Levi & Korsinsky, LLP examines the adequacy of Regencell Bioscience Holdings Limited's (NASDAQ: RGC) risk disclosures in connection with a securities class action filed on behalf of investors who purchased RGC securities between October 28, 2024 and October 31, 2025. Find out if your losses qualify for recovery or contact Joseph E. Levi, Esq. at jlevi@levikorsinsky.com or (212) 363-7500.
RGC shares fell $3.09, or 18.56%, closing at $13.56 on November 3, 2025, after the Company disclosed a DOJ subpoena investigating trading in its shares. The lead plaintiff deadline is June 23, 2026.
What the Company Disclosed
Regencell's 2024 annual report on Form 20-F included risk factor language warning that its shares "may be very thinly traded" and that the price "may be highly volatile." The filing listed a menu of generic factors, including financial projections, analyst estimate changes, personnel departures, and macroeconomic conditions in Hong Kong. According to the complaint, these disclosures were boilerplate provisions not tailored to risks the Company actually faced.
Separately, the Company's H1 2025 Financial Statements attributed observed volatility to short squeezes and third-party social media activity, stating that "blogs, articles, message boards and social and other media may include statements not attributable to the Company and may not be reliable or accurate."
What the Lawsuit Alleges Was Missing
The securities action contends these disclosures omitted specific, known risks:
- The Company was allegedly vulnerable to, or already subject to, market manipulation driving its share price
- The resulting volatility exposed investors to financial risk that generic "may be volatile" language failed to capture
- The extreme price swings subjected Regencell to heightened risk of regulatory and governmental scrutiny, including by the DOJ
- Defendants allegedly violated Item 105 of SEC Regulation S-K, which requires companies to discuss material risk factors that make an investment speculative, not recite hypothetical conditions
- Defendants allegedly violated Item 303 of SEC Regulation S-K, which requires disclosure of known trends or uncertainties reasonably likely to have a material unfavorable impact
Regulatory Reality: Item 105 and Item 303 Obligations
Item 105 does not permit companies to satisfy disclosure obligations by listing risks that "may" or "could" occur when those risks have already materialized. The complaint challenges Regencell's approach of framing market manipulation vulnerability as a hypothetical possibility while its shares had already surged 48,650% without any connection to business fundamentals. The filing further alleges that Item 303 required disclosure of known trends, and a $14 billion market valuation for a company with twelve employees, zero revenue, and approximately $1 million in annual R&D spending represented a known uncertainty demanding specific disclosure.
Why Generic Warnings May Not Protect
The complaint contends that generic risk language cannot substitute for disclosing specific, known problems. Regencell acknowledged in its own filings that its stock experienced "extreme price and volume fluctuations" that were "unrelated or disproportionate to the operating performance" of the Company. Yet the disclosure language attributed this volatility to short squeezes and third-party media rather than addressing the possibility of market manipulation or the regulatory consequences that followed.
"Generic risk factor language cannot substitute for disclosing specific, known problems that are already affecting a company's operations. When a company's own filings acknowledge price movements disconnected from fundamentals, investors deserve to know the specific risks that volatility creates." -- Joseph E. Levi, Esq.
LEAD PLAINTIFF DEADLINE: June 23, 2026
Evaluate whether you can recover losses from RGC's inadequate disclosures or call 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 for investors.
Frequently Asked Questions About the RGC Lawsuit
Q: What specific misstatements does the RGC lawsuit allege? A: The complaint alleges Regencell made materially false or misleading statements regarding its vulnerability to market manipulation and the risks that extreme share price volatility posed to investors, including the heightened risk of DOJ scrutiny. When the DOJ subpoena was disclosed, shares fell 18.56%.
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 through the Company's disclosure of a DOJ subpoena in its annual report filed on October 31, 2025, causing a significant 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 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: Do I need to go to court or give testimony? A: No. The overwhelming majority of class members never appear in court or give depositions. You submit a claim form to receive your portion of recovery.
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 missed the lead plaintiff deadline? A: The deadline applies only to investors seeking lead plaintiff appointment. Class members who miss it can still participate in any settlement or recovery.
CONTACT:
Levi & Korsinsky, LLP
Joseph E. Levi, Esq.
Ed Korsinsky, Esq.
33 Whitehall Street, 27th Floor
New York, NY 10004
jlevi@levikorsinsky.com
Tel: (212) 363-7500
Fax: (212) 363-7171
