[Company Overview and Risk Factors](index=6&type=section&id=Part%20I) [Key Information](index=6&type=section&id=Item%203.%20KEY%20INFORMATION) The company faces significant risks from its early-stage operations, lack of revenue, financial control weaknesses, and adverse PFIC tax status [Financial and Capital Risks](index=6&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Need%20for%20Capital) The company has a history of net losses, no revenue, and requires substantial future financing to sustain its operations - The company is an early-stage TCM bioscience company with a limited operating history and has incurred operating losses since its formation[11](index=11&type=chunk) Net Losses | Fiscal Year Ended June 30 | Net Loss (USD) | | :--- | :--- | | 2024 | $4.36 million | | 2023 | $6.06 million | - The company has **not generated any revenue** from its TCM formulae candidates, has not applied for regulatory approvals, and lacks distribution capabilities[13](index=13&type=chunk)[14](index=14&type=chunk) - The company has limited working capital and will need **substantial additional financing**, and failure to secure funds could curtail or cease operations[15](index=15&type=chunk)[16](index=16&type=chunk) [Product Development and Regulatory Risks](index=8&type=section&id=Risks%20Related%20to%20Our%20Product%20Development%2C%20Regulatory%20Approval%2C%20Manufacturing%20and%20Commercialization) The company's core products are in early-stage development, facing significant regulatory hurdles and commercialization uncertainties - The company's three standardized TCM formulae candidates for ADHD and ASD are still in development and the business is **materially dependent on their successful commercialization**[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - The company's research is at an early stage, requires **significant investment**, and has no certainty of obtaining regulatory approval or achieving commercial success[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - Efficacy trial data relies on assessments provided by parents and caregivers, which may be **subject to bias**, potentially affecting result accuracy[25](index=25&type=chunk)[27](index=27&type=chunk) - The company relies on **trade secrets** for its core formulae, which may not be adequately protected, despite holding several trademarks in Hong Kong[48](index=48&type=chunk)[51](index=51&type=chunk) [General Company Risks](index=19&type=section&id=General%20Company%20Related%20Risks) The company has a limited operating history, key person dependency, and has identified material weaknesses in its internal financial controls - The company has a **very limited operating history**, making it difficult to evaluate its future viability[67](index=67&type=chunk)[68](index=68&type=chunk) - The company's success is **wholly dependent on its founder and CEO**, Mr. Yat-Gai Au, and its strategic partner, Mr. Sik-Kee Au (the CEO's father)[76](index=76&type=chunk)[78](index=78&type=chunk) - **Three material weaknesses** in internal control over financial reporting have been identified, including lack of skilled staff and poor segregation of duties[80](index=80&type=chunk)[81](index=81&type=chunk) - The company believes it was a **Passive Foreign Investment Company (PFIC)** for FY2024, which could result in adverse U.S. tax consequences for shareholders[94](index=94&type=chunk)[96](index=96&type=chunk) - The founder and CEO, Mr. Yat-Gai Au, beneficially owns **81.2%** of the company, making it a "controlled company" under Nasdaq rules[112](index=112&type=chunk)[113](index=113&type=chunk) [Hong Kong Operational Risks](index=30&type=section&id=Risks%20Related%20to%20Doing%20Business%20in%20Hong%20Kong) The company's Hong Kong-based operations are exposed to regional political, economic, and regulatory uncertainties - The company's operations are based in Hong Kong and it states that **PRC laws do not currently have a material impact** on its business, but this could change[117](index=117&type=chunk)[130](index=130&type=chunk) - Political and legal developments in Hong Kong, including the **National Security Law**, create uncertainty and could adversely affect the business[118](index=118&type=chunk)[119](index=119&type=chunk)[140](index=140&type=chunk) - If the PCAOB's ability to inspect the company's Hong Kong-based auditor is hindered in the future, the company's shares could be **delisted under the HFCAA**[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) [Company Information](index=36&type=section&id=Item%204.%20INFORMATION%20ON%20THE%20COMPANY) The company is an early-stage bioscience firm developing Traditional Chinese Medicine treatments for ADHD and ASD in Hong Kong - The company is an early-stage bioscience firm focused on R&D and commercialization of TCM for neurocognitive disorders like ADHD and ASD[150](index=150&type=chunk) - The company completed its IPO on July 20, 2021, raising net proceeds of approximately **$22.67 million**[158](index=158&type=chunk) - The business plan includes patenting its TCM formulae, scaling production, and commercializing first in Hong Kong before global expansion[161](index=161&type=chunk) - A second efficacy trial for its three standardized TCM formulae has shown **positive interim results** in reducing ADHD and ASD symptoms[174](index=174&type=chunk)[211](index=211&type=chunk) - The company's operations are subject to Hong Kong regulations, including the **Hong Kong Chinese Medicine Ordinance (HKCMO)**[243](index=243&type=chunk)[244](index=244&type=chunk)[247](index=247&type=chunk) [Financial and Corporate Information](index=60&type=section&id=Part%20I_Continued) [Operating and Financial Review and Prospects (MD&A)](index=60&type=section&id=Item%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) The company has generated no revenue, reported a lower net loss in FY2024, and has sufficient liquidity for the next twelve months Results of Operations (FY2024 vs. FY2023) | Metric | FY 2024 (USD) | FY 2023 (USD) | Change | Change % | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | **$0** | **$0** | **$0** | **N/A** | | Selling and marketing | $125,427 | $262,664 | ($137,237) | (52)% | | General and administrative | $3,545,066 | $4,429,379 | ($884,313) | (20)% | | Research and development | $1,066,233 | $1,581,628 | ($515,395) | (33)% | | **Total operating expenses** | **$4,736,726** | **$6,273,671** | **($1,536,945)** | **(24)%** | | **Net Loss** | **($4,363,221)** | **($6,062,329)** | **$1,699,108** | **(28)%** | | **Loss Per Share (Basic & Diluted)** | **($0.33)** | **($0.45)** | **$0.12** | **(27)%** | Cash Flow Summary (FY2024) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($4,001,687) | | Net cash provided by investing activities | $5,242,624 | | Net cash provided by financing activities | $102,282 | - As of June 30, 2024, the company had **$8.0 million in cash and short-term investments** and believes this is sufficient to fund operations for at least the next twelve months[310](index=310&type=chunk) - Critical accounting estimates include share-based compensation and deferred tax assets, for which a **full valuation allowance** has been provided[326](index=326&type=chunk)[327](index=327&type=chunk)[329](index=329&type=chunk) [Directors, Senior Management and Employees](index=71&type=section&id=Item%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's leadership, board composition, executive compensation, share option plan, and employee count - The executive team is led by Yat-Gai Au (Chairman & CEO) and James Wai Hong Chung (Director, COO & CSO), with a board including three independent directors[332](index=332&type=chunk) - For FY2024, aggregate cash compensation paid to directors and executive officers was **$0.78 million**, with the CEO's annual base salary set at $1[342](index=342&type=chunk)[343](index=343&type=chunk) - Under the 2021 Share Option Plan, **754,553 options are outstanding** as of the report date[347](index=347&type=chunk)[355](index=355&type=chunk) - As of June 30, 2024, the company had **12 full-time employees** in Hong Kong[377](index=377&type=chunk) [Major Shareholders and Related Party Transactions](index=81&type=section&id=Item%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) The founder beneficially owns 81.2% of the company, and a key related party transaction involves exclusive rights to his father's TCM formulae Major Shareholder Ownership | Shareholder | Shares Beneficially Owned | Percentage | | :--- | :--- | :--- | | Yat-Gai Au (Founder, CEO) | 10,568,839 | 81.2% | - The company has a Strategic Partnership Agreement with the CEO's father, granting **exclusive rights to all his TCM formulae** in exchange for a 3% net revenue donation[390](index=390&type=chunk)[391](index=391&type=chunk) - The company's Audit Committee is responsible for reviewing and approving all related party transactions[395](index=395&type=chunk) [Financial Information](index=85&type=section&id=Item%208.%20FINANCIAL%20INFORMATION) The company is not involved in any material legal proceedings and does not plan to pay dividends in the foreseeable future - The company is **not currently involved in any material legal proceedings**[397](index=397&type=chunk) - The company **does not expect to declare or pay any dividends** in the foreseeable future, retaining earnings to finance business operations[398](index=398&type=chunk) [Additional Information](index=86&type=section&id=Item%2010.%20ADDITIONAL%20INFORMATION) This section covers taxation details and highlights the significant adverse PFIC tax risk for U.S. investors - The company is incorporated in the Cayman Islands and is **not subject to profits, income, or capital gains taxes there**[405](index=405&type=chunk) - In Hong Kong, subsidiaries are subject to a profits tax rate of **16.5%** on assessable profits over HK$2 million[307](index=307&type=chunk)[407](index=407&type=chunk) - The company believes it was a **PFIC for its taxable year ended June 30, 2024**, which can lead to adverse U.S. federal income tax consequences for U.S. Holders[416](index=416&type=chunk)[420](index=420&type=chunk)[428](index=428&type=chunk) - The company **does not intend to provide information for a QEF election**, limiting options for U.S. Holders to mitigate adverse PFIC tax treatment[424](index=424&type=chunk) [Market Risk Disclosures](index=94&type=section&id=Item%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risks, including foreign exchange, credit, and interest rate risks, are considered minimal - **Foreign exchange risk is considered minimal** because most transactions are in HKD or USD, and the HKD is pegged to the USD[443](index=443&type=chunk) - **Credit risk is limited** by placing bank deposits with well-established, high-credit-rating financial institutions[444](index=444&type=chunk) [Controls, Procedures, and Corporate Governance](index=95&type=section&id=Part%20II) [Use of IPO Proceeds](index=95&type=section&id=Item%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) The company has used approximately $14.7 million of its IPO proceeds, with $8.0 million remaining as of June 30, 2024 - The company received net proceeds of approximately **$22.67 million** from its IPO and over-allotment[451](index=451&type=chunk) - As of June 30, 2024, **$8.0 million** of the net IPO proceeds remained unused[453](index=453&type=chunk) [Controls and Procedures](index=95&type=section&id=Item%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were ineffective as of June 30, 2024, due to three identified material weaknesses - Management concluded that **disclosure controls and procedures were not effective** as of June 30, 2024[454](index=454&type=chunk) - **Three material weaknesses** were identified: (1) lack of staff with U.S. GAAP/SEC knowledge, (2) lack of an internal audit function, and (3) lack of segregation of duties[458](index=458&type=chunk) - Remediation efforts include recruiting experienced personnel and engaging external experts for complex transactions[459](index=459&type=chunk) - As an emerging growth company, an **attestation report on internal control is not required** from the independent auditor[462](index=462&type=chunk) [Corporate Governance and Other Matters](index=97&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) This section outlines corporate governance details, including the audit committee financial expert, accountant fees, and cybersecurity framework - The board has determined that Dr. Wing Yan (William) Lo qualifies as an "**audit committee financial expert**"[464](index=464&type=chunk) Principal Accountant Fees (USD) | Fee Type | FY 2024 | FY 2023 | | :--- | :--- | :--- | | Audit Fees | $120,000 | $120,000 | | Audit-Related Fees | $30,000 | $30,000 | | **Total Fees** | **$150,000** | **$150,000** | - The company has implemented a **cybersecurity risk management strategy**, with oversight from the board of directors[476](index=476&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk) [Financial Statements](index=99&type=section&id=Part%20III) [Consolidated Financial Statements](index=100&type=section&id=Item%2018.%20FINANCIAL%20STATEMENTS) This section presents the U.S. GAAP consolidated financial statements for the three years ended June 30, 2024 Consolidated Balance Sheet Highlights (as of June 30) | Account | 2024 (USD) | 2023 (USD) | | :--- | :--- | :--- | | Cash | $2,961,235 | $1,564,795 | | Short-term investment | $5,000,000 | $10,000,000 | | **Total Assets** | **$8,438,211** | **$12,621,755** | | **Total Liabilities** | **$219,512** | **$632,320** | | **Total Shareholders' Equity** | **$8,218,699** | **$11,989,435** | Consolidated Statement of Operations Highlights (Year Ended June 30) | Account | 2024 (USD) | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | :--- | | Total operating expenses | $4,736,726 | $6,273,671 | $7,617,770 | | **Net Loss** | **($4,363,221)** | **($6,062,329)** | **($7,594,555)** | | **Loss Per Share** | **($0.33)** | **($0.45)** | **($0.58)** | - The company's operations are primarily funded by proceeds from its IPO and it has **not generated revenue since inception**[504](index=504&type=chunk)[508](index=508&type=chunk) - As of June 30, 2024, the company had tax loss carry-forwards of approximately **$17 million**, against which a full valuation allowance has been recorded[554](index=554&type=chunk)

Core Points - RGC Resources, Inc. declared a quarterly dividend of $0.20 per share, marking its 322nd consecutive quarterly cash dividend [1] - The dividend will be paid on November 1, 2024, to shareholders of record on October 18, 2024 [1] - RGC Resources, Inc. operates through subsidiaries such as Roanoke Gas Company and RGC Midstream, L.L.C., providing energy and related services in Virginia [1] Company Overview - RGC Resources, Inc. is involved in the energy sector, specifically providing gas and related services [1] - The company has a consistent history of dividend payments, indicating a stable financial performance [1] Financial Information - The declared dividend of $0.20 per share reflects the company's ongoing commitment to returning value to shareholders [1]

ROANOKE, Va., July 26, 2024 (GLOBE NEWSWIRE) -- RGC Resources, Inc. (Nasdaq: RGCO) will host its quarterly conference call and webcast to review the results of its fiscal third quarter 2024 on Wednesday, August 7, 2024 at 9:00 a.m. eastern time. Related presentation materials will be available before the call on the Company website on the Investor & Financial Information page at https://www.rgcresources.com/investor-financial-information/. Interested parties may access the conference call by dialing toll-f ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to ____________ OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 O ...