NeOnc Technologies Holdings Inc SEC Filings

NeOnc Technologies Holdings, Inc. is registering up to 2,950,498 shares of common stock for resale by existing investors, including 1,475,249 outstanding shares and 1,475,249 shares issuable upon warrant exercise. The company is not selling shares itself and will only receive cash if the warrants, exercisable at $9.00 for five years, are exercised for cash, which would be used for general corporate purposes.

Shares outstanding were 22,692,159 as of January 29, 2026 and would be 24,167,408 if all warrants are exercised. NeOnc is a clinical‑stage biopharmaceutical company developing intranasal and oral therapies for aggressive brain cancers, led by NEO100 and NEO212. It reported minimal revenue, large recurring net losses (including a $46.6 million loss for the nine months ended September 30, 2025) and has substantial doubt about its ability to continue as a going concern.

NeOnc Technologies Holdings, Inc. is registering up to 2,950,498 shares of common stock for resale by selling stockholders, including 1,475,249 outstanding shares and 1,475,249 shares issuable upon warrant exercise. Shares outstanding were 22,692,159 as of January 29, 2026.

The shares stem from a January 29, 2026 private placement of common stock at $7.20 per share and five-year warrants exercisable at $9.00. NeOnc will not receive proceeds from stockholder resales, but may receive cash from warrant exercises, which would be used for general corporate purposes.

NeOnc is a clinical-stage biopharmaceutical company developing NEO100 and NEO212 for aggressive brain cancers. It has minimal revenue, recurring net losses (including $11.9 million in 2024 and $46.6 million for the nine months ended September 30, 2025), a $97.2 million accumulated deficit, and substantial doubt about its ability to continue as a going concern.

NeOnc Technologies Holdings, Inc. entered into a Securities Purchase Agreement to sell up to 2,222,222 shares of common stock at $7.20 per share and five-year warrants to buy up to 2,222,222 additional shares at an exercise price of $9.00 per share. An initial closing provided 1,388,888 shares and warrants for 1,388,888 shares to a single institutional investor for $10 million. The company plans additional closings and intends to use net proceeds to repay debt and for working capital. These securities are issued in a private placement under Section 4(a)(2), and the company will file a resale registration statement for the shares and warrant shares within ten days of the initial closing.

NeOnc Technologies Holdings, Inc. reported that it has released updated clinical results for its investigational therapy NEO100. The update covers an ongoing Phase 1/2a study and compassionate-use experience using intranasal NEO100 in patients with recurrent WHO Grade III/IV IDH1-mutant astrocytoma, a form of aggressive brain cancer. These details are provided in a press release dated December 15, 2025, which is included as an exhibit to the report.

The company furnished this information under a Regulation FD disclosure so that all investors receive the clinical update at the same time. The press release itself contains the specific clinical data and outcomes related to NEO100 in this patient group.

NeOnc Technologies Holdings, Inc. has filed a registration statement to allow the potential resale of 111,732 shares of common stock previously issued in a $1.0 million private placement. The shares were sold at $8.95 per share and may be offered from time to time by the selling stockholder; the company will not receive any proceeds from these resales.

NeOnc is a clinical-stage biopharmaceutical company developing intranasal and oral treatments for aggressive brain cancers, led by NEO100 and NEO212. None of its product candidates are approved, and it has generated only $39,990 of revenue from January 1, 2023 to September 30, 2025. The company reported a net loss of $46,622,106 for the nine months ended September 30, 2025 and an accumulated deficit of $97,230,551, driven in part by $25,964,096 of share-based compensation and advisory fees.

As of September 30, 2025, NeOnc held $1,513,224 in cash and had stockholders’ deficit of $11,814,270, and its auditors have raised substantial doubt about its ability to continue as a going concern. NeOnc expects to rely on additional equity and debt financing to fund ongoing clinical trials and operations.

Neonc Technologies Holdings, Inc. (NTHI) insider Amir F. Heshmatpour, a director, president and 10% owner, reported open-market purchases of the company’s common stock. On 11/21/2025 he bought 20,000 shares at $5.98 per share and another 4,000 shares at $6.50 per share, and on 11/24/2025 he bought 6,000 shares at $6.51 per share. Following these transactions, the form shows 2,992,000 shares held directly, which includes 275,000 shares held by certain immediate family members. It also reports indirect interests in 256,120 shares through HCWG LLC, 550,000 shares through KIG LLC, and 3,714,020 shares through AFH Holdings & Advisory, LLC, subject to the stated beneficial ownership disclaimers.

Neonc Technologies Holdings, Inc. director Ming-Fu (Alan) Chiang filed a Form 3 reporting his beneficial ownership of NTHI common stock. He directly holds 400,216 shares of common stock. He also reports indirect ownership of 29,309 shares through Orion Biomed Inc., 888,148 shares through NeuCen Biomedical Co. Ltd., 384,180 shares through HCWG LLC, and 488,196 shares held by certain family members. For the Orion, NeuCen, and family-held shares, he disclaims beneficial ownership except to the extent of any pecuniary interest, and the HCWG LLC position reflects only his 37.5% interest.

Neonc Technologies Holdings, Inc. (NTHI)1,100 shares of common stock at a price of $6.69 per share in an open-market transaction coded as a purchase ("P"). After this transaction, the officer beneficially owned 134,260 shares of Neonc Technologies common stock, held directly.