OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 20-F. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Item 3. Key Information-D. Risk Factors" or in other parts of this Annual Report on Form 20-F.

A.	Operating Results

Overview

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 subsidiaries, Regencell Bioscience Limited, a company incorporated in Hong Kong on May 12, 2015, Regencell Limited, a company incorporated in Hong Kong on November 20, 2014, and Regencell Bioscience North America Limited, a company incorporated in the British Virgin Islands on April 25, 2022. We are an early-stage bioscience company that focuses on research, development, and commercialization of TCM for the treatment of neurocognitive disorders and degeneration, specifically ADHD and ASD. Our goal is to save and improve the lives of ADHD and ASD patients, their families and caregivers and become a market leader for the best natural and holistic treatment globally.

Our TCM formula is derived from a TCM formula developed by our TCM Practitioner based on his TCM brain theory, known as "Sik-Kee Au TCM Brain Theory^®," and has demonstrated reduced severity in patients' ADHD and ASD conditions, as reflected in lower SKATBT-A³, ATEC, GARS, VADRS and SNAP-IV-26 assessment scores, using the personalized TCM formula in our first research study. The activity and specificity of the TCM base formula have been optimized by the TCM Practitioner in his prior ADHD and ASD treatments. The TCM Practitioner has standardized the adjustable formula into three Fixed Adjusted Formula for mild, moderate and severe ADHD and ASD conditions. Reduced severity in patients' ADHD and ASD conditions has also been demonstrated as reflected in lower SKATBT-A³, ATEC and VADRS assessment scores, using the standardized TCM formula in our second research study. 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 a standardized liquid-based TCM formula for ADHD and ASD patients in Hong Kong first and subsequently to other markets as we deem appropriate. We have been headquartered in Hong Kong since inception.

The Initial Public Offering

On July 20, 2021, we completed our IPO of 87,400,000 (after giving retroactive effect to the 38-for-1 forward stock split) Ordinary Shares, $0.00001 par value per share at an offering price of $0.25 (after giving retroactive effect to the 38-for-1 forward stock split) per share, generating gross proceeds of approximately $21.85 million. On August 17, 2021, the underwriter of the IPO exercised its option to purchase 12,350,000 (after giving retroactive effect to the 38-for-1 forward stock split) additional Over-allotment Shares at a price of $0.25 (after giving retroactive effect to the 38-for-1 forward stock split) per share. The closing of the sale of the Over-allotment Shares took place on August 19, 2021. The net proceeds of the IPO, including proceeds from the sale of Over-allotment Shares, totaled approximately $22.67 million, after deducting underwriting discounts and other related expenses, of approximately $2.26 million.

Public Offering Warrants

In connection with and upon closing of the IPO and over-allotment on July 20, 2021 and August 19, 2021, respectively, we issued warrants equal to 2.5% of the shares issued in the IPO, totaling 57,500 units and 8,125 units to the placement agents for the offering. The warrants carry a term of five years, and shall not be exercisable for a period of 180 days from the closing of the IPO and shall be exercisable at a price equal to $0.28 per share (after giving retroactive effect to the 38-for-1 forward stock split). All warrants were issued and exercised.

Registered Direct Offering

On May 22, 2026, the Company completed a registered direct offering, with certain investors for the purchase and sale of 985,222 of our ordinary shares, par value $0.00001 per share, at a purchase price of $20.30 per ordinary share. The aggregate net proceeds to us were approximately $18.62 million.

Financial Operations Overview

Revenue

We have not generated any revenue from the sale of any products, and we do not expect to generate any revenue until we commercialize our standardized TCM formula products for ADHD and ASD patients in Hong Kong.

Selling and Marketing Expenses

Expenses in marketing were mainly for marketing initiatives and sponsorship with Non-Governmental Organizations ("NGOs") and institutions that serves families with ADHD and ASD children, who voluntary sign up as qualified patients to be enrolled in our efficacy trial in the future. As we commercialize our TCM formula products, we expect that we would be hiring a sales and marketing team, engaging external sales and marketing professional services, and media coverage.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, compensation, legal and accounting fees, compliance fees as well as office rental, computer equipment and software, utilities, etc.

We anticipate that our general and administrative expenses will support our continued research and development activities and costs of operating as a public company. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, lawyers and accountants, among other expenses. Additionally, we anticipate increased costs associated with being a public company including expenses related to investor relations costs.

Research and Development Expenses

Since our inception, our operations have primarily been limited to the research studies of the proprietary TCM formula. Our research and development expenses to date consist mainly of supplies and medication, employee salaries, compensation and related benefits, office rental and depreciation.

Research and development activities will continue to be central to our business model. Future research and development expenses will include supplies and medication and travel expenses for the research and development personnel that we plan to hire and treatment costs in connection with conducting research studies.

Results of Operations

Results of Operations for the Years Ended June 30, 2026 and 2025

The following table sets forth our results of operations for the year ended June 30, 2026 compared to the year ended June 30, 2025:

		For the Year Ended				For the Year Ended
		June 30,				June 30,				Change				Change
		2026				2025				Amount				%
OPERATING EXPENSES:
Selling and marketing		$	6,486			$	8,014			$	(1,528	)			(19	)%
General and administrative			10,418,348				2,813,682				7,604,666				270	%
Research and development			1,299,627				948,289				351,338				37	%
Total operating expenses			11,724,461				3,769,985				7,954,476				211	%
LOSS FROM OPERATIONS			(11,724,461	)			(3,769,985	)			(7,954,476	)			(211	)%
OTHER INCOME, NET			22,520				185,772				(163,252	)			(88	)%
LOSS BEFORE INCOME TAXES			(11,701,941	)			(3,584,213	)			(8,117,728	)			(226	)%
PROVISION FOR INCOME TAXES			-				-				-				-
NET LOSSES			(11,701,941	)			(3,584,213	)			(8,117,728	)			(226	)%
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment			19,524				(19,020	)			38,544				203	%
COMPREHENSIVE LOSS			(11,682,417	)			(3,603,233	)			(8,079,184	)			(224	)%

Revenue

We have not generated any revenue from the sale of any products for the years ended June 30, 2026 and 2025, respectively.

Selling and Marketing Expenses

Selling and marketing expenses were $6.49 thousand and $8.01 thousand for the years ended June 30, 2026 and 2025, respectively. The expenses were primarily attributable to marketing initiatives.

The decreased expenses in selling and marketing expenses in the year ended June 30, 2026 compared with the year ended June 30, 2025 were mainly due to a decrease in the expenses through marketing initiatives.

General and Administrative Expenses

General and administrative expenses were $10.42 million and $2.81 million for the years ended June 30, 2026 and 2025, respectively, and were primarily attributable to employee salaries and related benefits, office rental, depreciation, legal, professional fees and consulting services associated with corporate matters and certain direct and indirect costs associated with services obtained by our company.

The increased general and administrative expenses in the year ended June 30, 2026 compared with the year ended June 30, 2025 were mainly attributable to (i) increase in professional fees of $3.13 million as more legal fees and professional fees were incurred; (ii) increase in amortization of share-based compensation of $3.02 million for our general and administrative personnel, (iii) increase in payroll of $1.47 million mainly due to increase in bonus and the annual salary adjustment; and (iv) offset by decrease in other expenses of $0.02 million.

Research and Development Expenses

Research and development expenses were $1.30 million and $0.95 million for the years ended June 30, 2026 and 2025, respectively, and were primarily attributable to employee salaries and related benefits, office rental, depreciation, and other third-party services associated with efficacy trials.

The increased research and development expenses in the year ended June 30, 2026 compared with the year ended June 30, 2025 were mainly attributable to approximately $0.42 million of increase in payroll due to increase in bonus and the annual salary adjustment and offset by decrease of $0.05 million in amortization of share-based compensation for our research and development personnel and other expenses.

Other Income, Net

Other income, net was $0.02 million and $0.19 million for the years ended June 30, 2026 and 2025. The other income was primarily attributable to the interest income generated from short-term investment. The decrease in other income was mainly due to the decrease in principal and interest rate which resulted in lower interest income received.

Provision for Income Taxes

We did not have any provision for income taxes for the years ended June 30, 2026 and 2025.

Net Losses

As a result of the foregoing, we had net losses of $11.70 million and $3.58 million for the years ended June 30, 2026 and 2025, respectively.

Results of Operations for the Years Ended June 30, 2025 and 2024

The following table sets forth our results of operations for the year ended June 30, 2025 compared to that of the year ended June 30, 2024:

		For the Year Ended				For the Year Ended
		June 30,				June 30,				Change				Change
		2025				2024				Amount				%
OPERATING EXPENSES:
Selling and marketing		$	8,014			$	125,427			$	(117,413	)			(94	)%
General and administrative			2,813,682				3,545,066				(731,384	)			(21	)%
Research and development			948,289				1,066,233				(117,944	)			(11	)%
Total operating expenses			3,769,985				4,736,726				(966,741	)			(20	)%
LOSS FROM OPERATIONS			(3,769,985	)			(4,736,726	)			966,741				20	%
OTHER INCOME, NET			185,772				373,505				(187,733	)			(50	)%
LOSS BEFORE INCOME TAXES			(3,584,213	)			(4,363,221	)			779,008				18	%
PROVISION FOR INCOME TAXES			-				-				-				-
NET LOSS			(3,584,213	)			(4,363,221	)			779,008				18	%
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment			(19,020	)			40,892				(59,912	)			(147	)%
COMPREHENSIVE LOSS			(3,603,233	)			(4,322,329	)			719,096				17	%

Revenue

We have not generated any revenue from the sale of any products for the years ended June 30, 2025 and 2024, respectively.

Selling and Marketing Expenses

Selling and marketing expenses were $8.01 thousand and $0.13 million for the years ended June 30, 2025 and 2024, respectively. The expenses were primarily attributable to marketing initiatives and sponsorship with NGOs and institutions that serve families with ADHD and ASD children, who voluntarily sign up as qualified patients to be enrolled in our efficacy trial in the future during those periods.

The decreased expenses in selling and marketing expenses in the year ended June 30, 2025 compared with the year ended June 30, 2024 were mainly due to a decrease in the expenses through marketing initiatives.

General and Administrative Expenses

General and administrative expenses were $2.81 million and $3.55 million for the years ended June 30, 2025 and 2024, respectively, and were primarily attributable to employee salaries and related benefits, office rental, depreciation, legal, professional fees and consulting services associated with corporate matters and certain direct and indirect costs associated with services obtained by our company.

The decreased general and administrative expenses in the year ended June 30, 2025 compared with the year ended June 30, 2024 were mainly attributable to (i) approximately $0.28 million of decrease in amortization of share-based compensation for our general and administrative personnel, (ii) approximately $0.23 million of decrease in depreciation charges on our fixed assets as most of the items were fully depreciated during the year ended June 30, 2025, (iii) approximately $0.30 million of decrease in payroll mainly due to a decrease in bonus and the termination of a special advisor, (iv) approximately $0.21 million of net decrease in entertainment and donation and other expenses and offset by (v) increase in professional fees of $0.28 million as more professional fees were incurred.

Research and Development Expenses

Research and development expenses were $0.95 million and $1.07 million for the years ended June 30, 2025 and 2024, respectively, and were primarily attributable to employee salaries and related benefits, office rental, depreciation, and other third-party services associated with efficacy trials.

The decreased research and development expenses in the year ended June 30, 2025 compared with the year ended June 30, 2024 were mainly attributable to approximately $0.12 million of decrease in rental expenses and building management fee for rental of office and staff quarters.

Other Income, Net

Other income, net was $0.19 million and $0.37 million for the years ended June 30, 2025 and 2024. The other income was primarily attributable to the interest income generated from short-term investment. The decrease in other income was mainly because approximately $0.18 million decrease in interest income received from short-term investment and bank deposits during the year ended June 30, 2025 when compared to the year ended June 30, 2024.

Provision for Income Taxes

We did not have any provision for income taxes for the years ended June 30, 2025 and 2024.

Net Losses

As a result of the foregoing, we had net losses of $3.58 million and $4.36 million for the years ended June 30, 2025 and 2024, respectively.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains taxes. Additionally, upon payments of dividends by us to our shareholders, no Cayman withhold tax will be imposed.

British Virgin Islands

Under the current laws of the British Virgin Islands, we are not subject to tax on income or capital gains

Hong Kong Profits Taxation

Our subsidiaries incorporated in Hong Kong were subject to 16.5% Hong Kong profits tax on their taxable income assessable profits generated from operations arising in or derived from Hong Kong for the year of assessment of 2024/2025 and 2025/2026. As from year of assessment of 2020/2021 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.

In December 2022, a refined Foreign-sourced Income Exemption ("FSIE") regime was published in Hong Kong and took effect from January 1, 2023. Under the new FSIE regime, certain foreign sourced income would be deemed as being sourced from Hong Kong and chargeable to Hong Kong Profits Tax, if the recipient entity fails to meet the prescribed exception requirements. Certain dividends, interests, disposal gains and intellectual property income, if any, received by us and our Hong Kong subsidiaries will be subject to the new tax regime. Based on our preliminary analysis, we do not believe this legislation will have a material impact on our financial statements. We will monitor the regulatory developments and continue to evaluate the impact, if any. In addition, payments of dividends from our Hong Kong subsidiary to us are not subject to any withholding tax in Hong Kong.

B.	Liquidity and Capital Resources

In accordance with Accounting Standards Update ("ASU") 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (Subtopic 205-40), we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

We have incurred recurring negative cash flows since inception and have funded our operations primarily from shareholder loans, proceeds from our IPO (including over-allotments) and proceeds from the RDO. Prior to the completion of the IPO and RDO, we received funding in the form of shareholder loans to support our operating needs, which was provided by our CEO.

Following the completion of the RDO in May 2026, our liquidity position was improved significantly. As of June 30, 2026, we had $14.19 million in cash. Our cash consists primarily of cash and cash equivalents, which is unrestricted as to withdrawal and use.

On March 30, 2026, we entered into a sales agreement with a sales agent, relating to an at-the-market offering of our ordinary shares, par value $0.00001 per share (the "ATM Program"). Under the ATM Program, we may offer and sell ordinary shares having an aggregate offering price of up to $500 million through our sales agent. We are not obligated to sell any ordinary shares under the ATM Program. We intend to use any proceeds from such sales for working capital, capital expenditures and general corporate purposes. As of the date of this annual report, we have not sold any ordinary shares under the ATM Program.

We believe that our current cash balance as of June 30, 2026 is sufficient to fund our operating activities, capital expenditures and other obligations for at least the next twelve months from the date the audited financial statements were issued. However, we may decide to enhance our liquidity position or increase our cash reserve for future expansions and acquisitions through additional debt and/or equity financing. The issuance and sale of additional equity would result in further dilution to our shareholders.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Cash Flows

The following summarizes the key components of our cash flows for the years ended June 30, 2026, 2025 and 2024.

		For the Years Ended June 30,
		2026				2025				2024
Net cash used in operating activities		$	(7,695,530	)		$	(3,113,576	)		$	(4,001,687	)
Net cash provided by investing activities			2,504,038				2,686,216				5,242,624
Net cash provided by financing activity			16,945,925				-				102,282
Effect of exchange rate on cash			18,907				(114,760	)			53,221
Net change in cash		$	11,773,340			$	(542,120	)		$	1,396,440
Cash, beginning of year			2,419,115				2,961,235				1,564,795
Cash, end of year		$	14,192,455			$	2,419,115			$	2,961,235

Operating Activities

Fiscal Years Ended June 30, 2026 and 2025

For the years ended June 30, 2026 and 2025, net cash used in operating activities were $7.70 million and $3.11 million, respectively. Net cash used in operating activities was primarily attributable to rental of offices and staff quarters, settlement of professional fees, research and development and general and administrative activities.

Fiscal Years Ended June 30, 2025 and 2024

For the years ended June 30, 2025 and 2024, net cash used in operating activities were $3.11 million and $4.00 million, respectively. Net cash used in operating activities was primarily attributable to rental of offices and staff quarters, the hiring of our executive staff, research and development and general and administrative activities.

Investing Activities

Fiscal Years Ended June 30, 2026 and 2025

For the years ended June 30, 2026 and 2025, net cash provided by investing activities were $2.50 million and $2.69 million, respectively. Net cash provided by investing activities during the year ended June 30, 2026 was primarily attributable to the maturity of short-term investment. The cash flows for proceeds from maturity of short-term investments and placements of short-term investments are shown in gross amounts as required by accounting standards. The decrease in 2026 is mainly because after the short-term investments were matured, no re-investment was made; and the invested amount was smaller and shorter duration as compared to that of 2025.

Fiscal Years Ended June 30, 2025 and 2024

For the years ended June 30, 2025 and 2024, net cash provided by investing activities were $2.69 million and $5.24 million, respectively. Net cash provided by investing activities during the year ended June 30, 2025 was primarily attributable to the maturity of short-term investment and partially offset by reinvestment. The cash flows for proceeds from maturity of short-term investments and placements of short-term investments are shown in gross amounts as required by accounting standards. The increase in gross cash flows from short-term investments in fiscal year 2025 is primarily because short-term investments were made more frequently than in 2024, with similar amounts but shorter durations.

Financing Activity

Fiscal Years Ended June 30, 2026 and 2025

For the year ended June 30, 2026, net cash from financing activities was $16.95 million, which was primarily attributable to the proceeds from the RDO, partially offset by the repurchase of share options.

For the year ended June 30, 2025, there was no financing activity occurred.

Fiscal Years Ended June 30, 2025 and 2024

For the year ended June 30, 2025, there was no financing activity occurred.

For the year ended June 30, 2024, net cash from financing activity was $0.10 million, which was primarily attributable to capital contribution from non-controlling interest of a subsidiary.

Contractual Obligations

The following table summarizes our minimum lease payments under operating lease in future periods as of June 30, 2026:

		As of June 30, 2026
For the year ending June 30,
2027		$	258,094
2028			49,580
2029			-
Total minimum lease payments		$	307,674

Capital Expenditures

For the years ended June 30, 2026, 2025 and 2024, we had capital expenditures of nil, $0.15 million and $5.38 thousand, respectively, in relation to our property and equipment. Subsequent to June 30, 2026 and as of the date of this Annual Report, we did not purchase any material equipment for operational use. We do not have any other material commitments to capital expenditures as of June 30, 2026.

Holding Company Structure

Regencell Bioscience Holdings Limited is a holding company incorporated on October 30, 2014 as an exempted company under the laws of the Cayman Islands and has no substantive operations other than holding all of the issued and outstanding shares of our subsidiaries, namely Regencell Bioscience Limited incorporated in Hong Kong, Regencell Limited incorporated in Hong Kong and Regencell Bioscience North America Limited incorporated in the British Virgin Islands. We conduct our operations primarily through our subsidiaries. As a result, our ability to pay dividends depends upon, among others, dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did not have any off-balance sheet arrangements with unconsolidated entities or persons that had or were reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources; and we did not enter into any guarantees; retained or contingent interests in assets transferred; contractual arrangements that support the credit, liquidity or market risk for transferred assets; obligations that arise or could arise from variable interests held in an unconsolidated entity; or obligations related to derivative instruments that are both indexed to and classified in our own equity, or not reflected in the statement of financial position.

C.	Research and Development, Patents and License, Etc.

Research and development expenses consist of costs incurred by our company for the discovery and development of our product candidates. Research and development costs include, but are not limited to, payroll and personnel expenses including share-based compensation, research studies supplies, fees for efficacy trial services, consulting costs, and allocated overhead, including rent, equipment, and utilities.

D.	Trend Information

For the year ended June 30, 2026, we experienced (i) significant legal and professional fees in connection with the ongoing DOJ investigation into trading of our Ordinary Shares, which we expect to continue; (ii) a substantial increase in general and administrative expenses driven by professional fees and stock-based compensation; (iii) a loss of our "emerging growth company" status, resulting in additional compliance costs; and (iv) extreme share price volatility, which may affect our ability to raise capital and expose us to securities litigation costs. Other than these items and as otherwise disclosed elsewhere in this Annual Report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E.	Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

Share-based Compensation

We measure all share option grants to our directors, executive officers and other employees based on their fair value on the date of the grant and recognize the corresponding compensation expense of those awards using graded vesting method over the requisite service period, which is the vesting period. Forfeitures are accounted for as they occur.

We classify share-based compensation expense in our statements of operations in the same way the award recipient's payroll costs are classified or in which the award recipient's service payments are classified.

We estimate the fair value of each share option grant using the Black Scholes Model and/or the Binomial Model, which involves key assumptions of expected volatility, risk-free interest rate, exercise multiples, expected dividend yield, life of options, and fair value of underlying ordinary shares.

For the years ended June 30, 2026, 2025 and 2024, the Company had share-based compensation expenses of approximately $3.23 million, $0.24 million, and $0.45 million, respectively. See Note 8 to our audited financial statements included elsewhere in this Annual Report for further information concerning the assumptions we used in determining share-based compensation.

Recent Accounting Pronouncements

See "Note 3 - Summary of significant accounting policies - Recently issued accounting pronouncements" in the accompanying notes to consolidated financial statements included elsewhere in this Annual Report.

Safe Harbor

This Annual Report on Form 20-F contains forward-looking statements. These statements are made under the "safe harbor" provisions of Section 21E of the Exchange Act. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "may," "intend," "is currently reviewing," "it is possible," "subject to" and similar statements. Among other things, the sections titled "Item 3. Key Information-D. Risk Factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects" in this Annual Report on Form 20-F, as well as our strategic and operational plans, contain forward-looking statements. We may also make written or oral forward-looking statements in our filings with the SEC, in our Annual Report to shareholders, in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements and are subject to change, and such change may be material and may have a material and adverse effect on our financial condition and results of operations for one or more prior periods. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained, either expressly or impliedly, in any of the forward-looking statements in this Annual Report on Form 20-F. All information provided in this Annual Report on Form 20-F and in the exhibits is as of the date of this Annual Report on Form 20-F, and we do not undertake any obligation to update any such information, except as required under applicable law.