NeOnc Technologies Holdings, Inc. Announces Pricing of $15 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules with New and Existing Institutional Investors

NeOnc secures an at-the-market $15 million gross financing as it progresses Phase II CNS cancer programs NEO100 and NEO212.

Rhea-AI Summary

NeOnc Technologies Holdings (NTHI) priced a $15 million registered direct equity offering with institutional investors on September 9, 2026.

The company entered definitive agreements with new and existing healthcare-focused institutional investors to sell 3,571,430 shares of common stock, or pre-funded warrants in lieu thereof, plus accompanying warrants to purchase up to 3,571,430 shares. The combined purchase price is $4.20 per share and warrant, or $4.1999 per pre-funded warrant and warrant. Pre-funded warrants are exercisable immediately at $0.0001 per share and expire when fully exercised, while the accompanying warrants are immediately exercisable at $4.20 per share and expire five years from issuance.

Gross proceeds are estimated at approximately $15 million before fees and expenses, with closing expected on or about September 10, 2026, subject to customary conditions. The securities are offered under NeOnc’s effective Form S-3 shelf registration statement, with Roth Capital Partners and A.G.P./Alliance Global Partners acting as co-placement agents.

Positive

• Gross proceeds of approximately $15 million expected from the registered direct offering before fees and expenses
• 3,571,430 shares or pre-funded warrants placed with new and existing healthcare-focused institutional investors at $4.20 per share and warrant

Negative

• Issuance of 3,571,430 new shares and matching warrants increases the company’s equity base and dilutes existing shareholders
• Five-year warrants for up to 3,571,430 shares at $4.20 per share may create ongoing stock overhang

News Explained

The financing is agreed but not closed; gross proceeds equal 286.5 days of second-quarter operating cash use and the equity structure can dilute existing holders.

NeOnc Technologies Holdings has entered definitive agreements for an equity financing that is not yet closed; issuing the securities and exercising the warrants can increase the share count and reduce existing holders’ percentage ownership.

The headline’s “at-the-market” wording does not describe a gradual open-market program under the supplied definition: the release instead identifies a negotiated registered-direct sale to selected institutional investors.

Against second-quarter operating cash use, the offering’s stated gross proceeds of $15 million equal 286.5 days of the last reported operating cash use, while June 30, 2026 cash and equivalents equal 37.7 days at that same rate.

The near-term resolution points are the company’s expected September 10, 2026 closing and the final prospectus supplement, which will state the final terms of the takedown.

Sources and calculations

• NeOnc pricing announcement (2026-09-09)
• Dilution definition (2026-07-17)
• Registered direct offering definition (2026-07-17)
• At-the-market program definition (2026-07-17)
• Prospectus supplement purpose (2026-07-17)
• Second-quarter fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $15,000,000 / ($4,765,181 / 91) = 286.5 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,973,420 / ($4,765,181 / 91) = 37.7 days

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Details

Market Reaction – NTHI

$3.48 $4.50 Day Range

$90.26M Market Cap

Following this news, NTHI has declined 14.50%, reflecting a significant negative market reaction. Our momentum scanner has triggered 10 alerts so far, indicating notable trading interest and price volatility. The stock is currently trading at $3.48. Trading volume is very high at 3.6x the average, suggesting heavy selling pressure.

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Market Context

555,554 shares were covered by the active S-3 resale registration, with no company proceeds from res...

Analysis

555,554 shares were covered by the active S-3 resale registration, with no company proceeds from resales; this provides separate shelf context for the newly announced registered direct financing.

Key Figures

Shares offered: 3,571,430 shares Purchase price: $4.20 per share Pre-funded warrant exercise price: $0.0001 per share +5 more

Shares offered

3,571,430 shares

Registered direct offering, with pre-funded warrants available in lieu of shares

Purchase price

$4.20 per share

Combined price with accompanying warrant

Pre-funded warrant exercise price

$0.0001 per share

Exercisable upon issuance

Warrant coverage

3,571,430 warrants

Accompanying warrants to purchase common stock

Warrant exercise price

$4.20 per share

Immediately exercisable warrants

Warrant term

Five years

Expiration from the date of issuance

Gross proceeds

$15 million

Estimated proceeds before placement-agent fees and other offering expenses

Expected closing

September 10, 2026

Subject to customary closing conditions

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form s-3

4 terms

registered direct offering financial

"purchase and sale of 3,571,430 shares of the Company’s common stock"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"or pre-funded warrants to purchase shares of common stock in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"a shelf registration statement on Form S-3 previously filed by the Company"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CALABASAS, Calif., Sept. 09, 2026 (GLOBE NEWSWIRE) -- NeOnc Technologies Holdings, Inc. (Nasdaq: NTHI) ("NeOnc" or the "Company"), a multi-Phase 2 clinical-stage biopharmaceutical company developing novel therapies for central nervous system (CNS) cancers, today announced that it has entered into definitive securities purchase agreements with new and existing healthcare focused institutional investors for the purchase and sale of 3,571,430 shares of the Company’s common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) and accompanying warrants to purchase up to 3,571,430 shares of the Company’s common stock at a combined purchase price of $4.20 per share (or $4.1999 per pre-funded warrant) and accompanying warrant in a registered direct offering priced at-the-market under Nasdaq rules. Each pre-funded warrant will be exercisable upon issuance at an exercise price of $0.0001 per share and will expire when exercised in full. Each warrant will be immediately exercisable at an exercise price of $4.20 per share and will expire five years from the date of issuance.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $15 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about September 10, 2026, subject to the satisfaction of customary closing conditions.

Roth Capital Partners and A.G.P./Alliance Global Partners are acting as co-placement agents.

The registered direct offering of the securities is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-294845) previously filed by the Company with the U.S. Securities and Exchange Commission ("SEC") and became effective on April 9, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at https://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147 or by email at rothecm@roth.com, or A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.

About NeOnc Technologies Holdings, Inc.

NeOnc Technologies Holdings, Inc. is a clinical-stage life sciences company focused on the development and commercialization of central nervous system therapeutics that are designed to address the persistent challenges in overcoming the blood-brain barrier. The company’s NEO™ drug development platform has produced a portfolio of novel drug candidates and delivery methods with patent protections extending to 2038. These proprietary chemotherapy agents have demonstrated positive effects in laboratory tests on various types of cancers and in clinical trials treating malignant gliomas. NeOnc’s NEO100™ and NEO212™ therapeutics are in Phase II human clinical trials and are advancing under FDA Fast-Track and Investigational New Drug (IND) status. The company has exclusively licensed an extensive worldwide patent portfolio from the University of Southern California consisting of issued patents and pending applications related to NEO100, NEO212, and other products from the NeOnc patent family for multiple uses, including oncological and neurological conditions.

For more about NeOnc and its pioneering technology, visit https://neonc.com.

Forward-Looking Statements

NeOnc cautions you that all statements, other than statements of historical facts, contained in this press release, are forward-looking statements. Forward-looking statements, in some cases, can be identified by terms such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "should," "would," "contemplate," "project," "target," "objective," or the negative version of these words and similar expressions. In this press release, forward-looking statements include, but are not limited to, statements relating to timing, size, terms and completion of the offering. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause NeOnc’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including, without limitation, risks and uncertainties related to the timing, size, terms and completion of the offerings. NeOnc’s forward-looking statements are based upon its current expectations and involve assumptions that may never materialize or may prove to be incorrect. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. For a detailed description of NeOnc’s risks and uncertainties, you are encouraged to review its documents filed with the SEC including NeOnc’s recent filings on Form 8-K, Form 10-K and Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. NeOnc undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Contacts

Company Contact:
info@neonc.com

Investor Contact:
Jon Nugent
Jon Nugent Communications
jon@jonnugent.com
205-566-3026

This press release was published by a CLEAR® Verified individual.

FAQ

How is the NeOnc offering structured in terms of securities and pricing?

NeOnc is selling 3,571,430 shares of common stock, or pre-funded warrants to purchase common stock in lieu of shares, together with accompanying warrants to purchase up to 3,571,430 shares. The combined purchase price is $4.20 per share and accompanying warrant, or $4.1999 per pre-funded warrant and accompanying warrant.

What are the key terms of the pre-funded warrants and accompanying warrants?

Each pre-funded warrant is exercisable upon issuance at an exercise price of $0.0001 per share and will expire when exercised in full. Each accompanying warrant is immediately exercisable at $4.20 per share and will expire five years from the date of issuance.

When is the offering expected to close and who are the placement agents?

The offering is expected to close on or about September 10, 2026, subject to the satisfaction of customary closing conditions. Roth Capital Partners and A.G.P./Alliance Global Partners are acting as co-placement agents.

Under what registration statement is this offering being conducted?

The securities are being offered pursuant to NeOnc’s shelf registration statement on Form S-3 (File No. 333-294845), which became effective on April 9, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC and made available on the SEC’s website.

How can investors obtain the prospectus supplement and base prospectus?

Once filed, electronic copies of the final prospectus supplement and accompanying prospectus will be available at www.sec.gov. They may also be obtained by contacting Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, Attn: Prospectus Department, telephone 800-678-9147, email rothecm@roth.com, or A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, telephone (212) 624-2060, email prospectus@allianceg.com.

What is NeOnc’s core business and clinical focus?

NeOnc is a clinical-stage life sciences company developing central nervous system therapeutics designed to address challenges in crossing the blood-brain barrier. Its NEO drug development platform has produced novel chemotherapy agents and delivery methods, with patents extending to 2038. Lead candidates NEO100 and NEO212 are in Phase II human clinical trials and are advancing under FDA Fast-Track and Investigational New Drug status.