NeOnc (NTHI) 8-K: Non-Reliance on Prior Financials — Aug 18, 2025

NeOnc Technologies Holdings, Inc. filed an 8-K dated August 18, 2025 reporting a material event: a declaration of non-reliance on previously issued financial statements or a related audit report or completed interim review.

Rhea-AI Filing Summary

NeOnc Technologies Holdings, Inc. filed an 8-K dated August 18, 2025 reporting a material event: a declaration of non-reliance on previously issued financial statements or a related audit report or completed interim review. The filing is signed by Amir Heshmatpour. The notice is brief and does not include financial tables, earnings data, or details explaining the reasons for the non-reliance statement. The disclosure indicates the company has identified an issue significant enough to withdraw confidence in earlier financial reporting, but the document provides no additional context, corrective actions, timelines, or quantified impacts.

Positive

• Timely disclosure of a material event via an 8-K dated August 18, 2025
• Named signatory (Amir Heshmatpour) provides an accountable filer for the notice

Negative

• Non-reliance on previously issued financial statements indicates potential material reporting issues
• No contextual details provided about the nature, magnitude, or remediation timeline for the issue

Insights

Corporate Governance Analyst

Clear corporate disclosure of a non-reliance statement, but details are missing.

The company formally notified investors via an 8-K that prior financial statements or related audit work should not be relied upon. Such a declaration typically follows discovery of material errors or issues in prior reporting, which can affect investor trust and trigger downstream regulatory or audit actions.

Key dependencies include whether management, auditors, or the audit committee will provide follow-up information, restatements, or corrective filings. Watch for amended financial statements, auditor communications, or additional 8-Ks in the near term that specify the nature and magnitude of the issue.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NeOnc (NTHI) disclose in the August 18, 2025 8-K?

The company disclosed a non-reliance statement indicating previously issued financial statements or a related audit report or interim review should not be relied upon.

Who signed the 8-K for NeOnc (NTHI)?

The 8-K is signed by Amir Heshmatpour.

Does the filing include financial restatements or tables?

No. The filing does not include financial tables, restated financial statements, or quantified impacts.

Is there an explanation for why NeOnc issued a non-reliance statement?

No. The document does not provide reasons, corrective actions, or timelines related to the non-reliance disclosure.

What should investors watch for next regarding NTHI?

Investors should monitor for follow-up filings such as amended financial statements, auditor communications, or additional 8-Ks that disclose the issue's scope and financial impact.

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

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Accepted by SEC EDGAR 08/18/2025 - 12:20 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 13, 2025

NEONC TECHNOLOGIES HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-42567		92-1954864
(Commission File Number)		(IRS Employer Identification No.)

23975 Park Sorrento, Suite 205 Calabasas, CA		91302
(Address of Principal Executive Offices)		(Zip Code)

(818) 570-6844

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.0001		NTHI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On August 13, 2025, NeOnc Technologies Holdings, Inc. (the “Company”) discovered that in its Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on May 9, 2025 (the “March 31, 2025 Form 10-Q”), it had inadvertently overstated non-cash share-based compensation expense related to 1,486,667 restricted stock units (“RSUs”) issued on January 4, 2024, to members of management. The calculation used in the March 31, 2025 Form 10-Q on the aforementioned 1,486,667 RSUs incorrectly assumed the shares were fully vested as of March 31, 2025, which incorrect assumption resulted in a non-cash share-based compensation expense reflected in such periodic report. However, in reality, the shares vested over 22 months, and therefore, only 15 months vested as of March 31, 2025 which would have resulted in a non-cash share-based compensation expense.

Management of the Company, after discussions with and among the Audit Committee of the Board of Directors, concluded that the Company’s unaudited consolidated financial statements as of and for quarter ended March 31, 2025 should no longer be relied upon and should be restated. Such restatement is presented in its entirety in the Company’s Form 10-Q for the quarter ended June 30, 2025.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 18, 2025	NeOnc Technologies Holdings, Inc.
	By:	/s/ Amir Heshmatpour
		Name:	Amir Heshmatpour
		Title:	President and Executive Chairman

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