RGC Regencell Bioscience Holdings Ltd

“Lack of segregation of duties for certain key functions due to limited staff and resources.”

“Lack of internal audit function to establish a formal risk assessment process and internal control framework;”

“Lack of sufficient skilled staff with U.S. GAAP knowledge and the U.S. Securities and Exchange Commission (the SEC ) reporting knowledge for the purpose of financial reporting as well as the lack in formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements”

“In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of June 30, 2026”

“The disclosure called for by paragraph (a) of this Item was previously reported in our Form 6-K filed with the SEC on April 17, 2026.”

“(3) our lack of segregation of duties for certain key functions due to limited staff and resources”

“(2) our lack of internal audit function to establish a formal risk assessment process and internal control framework”

“(1) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements”

“Based on this assessment, our management has concluded that our internal control over financial reporting was ineffective as of June 30, 2026, due to the material weaknesses in our internal control over financial reporting identified.”

“Based on that evaluation, our management has concluded that our disclosure controls and procedures were not effective as of June 30, 2026 because of the material weaknesses in our internal control over financial reporting identified”

“and (3) our lack of segregation of duties for certain key functions due to limited staff and resources.”

“(2) our lack of internal audit function to establish a formal risk assessment process and internal control framework;”

“(1) our lack of sufficient skilled staff with U.S. GAAP knowledge and the U.S. Securities and Exchange Commission (the SEC ) reporting knowledge for the purpose of financial reporting as well as the lack in formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements;”