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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):
October 31, 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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 31, 2025, Dr. Thomas Chen
resigned from his position as Chief Executive Officer of NeOnc Technologies Holdings, Inc. (the “Company”) and will
transition to Chief Medical Officer and Chief Scientific Officer effective immediately. Dr. Chen will continue to serve as Vice
Chairman of the Board of Directors of the Company (the “Board”).
The Company entered into an amendment to the employment
agreement with Dr. Chen, effective as of October 31, 2025 (the “Employment Agreement Amendment”), which amends Dr. Chen’s
existing employment agreement with the Company, dated as of January 4, 2024, as amended by that certain Amendment to Employment Agreement,
dated as of July 12, 2024 and that certain Second Amendment to Employment Agreement, dated as of December 31, 2024 (as amended, the “Existing
Employment Agreement”). Except as provided herein, all other terms of the Existing Employment Agreement remain the same. The Employment
Agreement Amendment amends Dr. Chen’s title. The foregoing description of the Employment Agreement Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On October 31, 2025, the Board appointed
Amir Heshmatpour to the role of Chief Executive Officer, effective immediately. He will serve as Chief Executive Officer in addition
to his current roles as President and Executive Chairman. In connection with Mr. Heshmatpour’s appointment as the
Company’s Chief Executive Officer, the Company verbally agreed to the following terms of employment while a formal employment
agreement is being negotiated. The Company will pay Mr. Heshmatpour $1 per year until his employment agreement is finalized.
Mr. Heshmatpour is party to an indemnification agreement with the Company on the Company’s standard form of indemnification
agreement entered into with each of its officers and directors. In connection with his appointment as Chief Executive Officer, Mr.
Heshmatpour will be granted 1,200,000 shares of restricted stock pursuant to the Company’s 2023 Equity Incentive Plan.
One-half of the shares of restricted stock will vest on January 2, 2025. The remaining one-half of the shares of restricted stock
will vest thereafter in twelve (12) equal monthly installments. The foregoing description of the Restricted Stock Award Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Restricted Stock Award
Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Amir Heshmatpour, age 56, has served as the Company’s
President since April 2025 and has served on the Company’s Board since January 2023. Mr. Heshmatpour founded AFH Holding and Advisory
LLC (“AFH”) in July 2005. Since July 2005, Mr. Heshmatpour has been the Managing Director of AFH. Mr. Heshmatpour, through
AFH, his family office, has been involved in multiple biotech transactions from private to public. From 2018 to 2022, through a special
purpose vehicle, Shuttle Pharmaceuticals Holdings Inc. (“SPH”), Mr. Heshmatpour restructured the board of directors, management,
and recapitalized an IPO of a Georgetown phase II oncology asset. The SPV was created in 2018 and eventually was successfully listed on
NASDAQ in 2022. Since then, he has been involved in NeOnc Technologies Inc., where he has provided strategic advisory services. Mr. Heshmatpour
has a certification from the UCLA Anderson School of Business in corporate governance. He is also involved in the UCLA Anderson School
of Business Management, Price Center, as a member of the Board of Advisors. In February 2024, Mr. Heshmatpour joined the Board of Directors
of Make-A-Wish CVS in Los Angeles.
There is no arrangement or understanding between
Mr. Heshmatpour and any other person pursuant to which he was selected as Chief Executive Officer, and there are no family relationships
between him and any director, executive officer or person nominated or chosen by the Company to become an executive officer.
There are several transactions involving Mr. Heshmatpour
to be reported pursuant to Item 404(a) of Regulation S-K, as described below.
Letter of Intent - AFH Holdings and Advisory,
LLC
On December 19, 2022, NeOnc Technologies, Inc.
entered into an engagement agreement with AFH Holdings and Advisory, LLC (“AFH”). Mr. Heshmatpour is the sole member and managing
director of AFH and a member of the Company’s Board of Directors. AFH was engaged to assist NeOnc Technologies, Inc. in connection
with its intent to effect a public listing. AFH was retained to assist NeOnc Technologies, Inc. with investor presentations and decks,
coordinate the retention of an investment banker for an initial public offering, identify legal and accounting professionals to assist
in connection with such public offering, identify investor relations/public relations firms, advise on private capital markets activities
prior to the initial public offering and coordinate the closing process for the offering, and earned $500,000 during the year ended December
31, 2023. AFH agreed to advance costs of up to $500,000 for such professionals on the Company’s behalf to be to be paid off with
proceeds of the short term loan provided to the Company by HCWG LLC. As of December 31, 2023, no amounts were outstanding further to such
agreement. NeOnc Technologies, Inc. also agreed to effect a share exchange with the Company, a special purpose entity substantially beneficially
owned by Amir Heshmatpour and his affiliates.
On April 7, 2023, NeOnc Technologies, Inc. entered
into a Share Exchange Agreement (the “Share Exchange”) with the Company, whereby all of the shareholders of NeOnc Technologies,
Inc. exchanged their stock in NeOnc Technologies, Inc. for a total of 10,500,000 shares of common stock in the Company. As a result, all
shareholders of NeOnc Technologies, Inc. became shareholders of the Company and NeOnc Technologies, Inc. became a wholly-owned subsidiary
of the Company. At the consummation of this transaction, Mr. Heshmatpour, AFH, and their affiliated entities, individuals, or assignees
owned an aggregate of 34.4% of the fully diluted issued and outstanding common shares of the Company. For the year ended December 31,
2022, the Company had no operations or assets other than cash paid by its shareholders for their shares ($450 in the aggregate) and liabilities
of $50,000 pertaining to an amount owing to Mr. Heshmatpour for a professional retainer paid by him on behalf of the Company.
In addition, NeOnc Technologies, Inc. agreed to
retain AFH as an exclusive advisor on all financing and mergers and acquisitions for a period of two (2) years from the closing of a public
offering. Further to the advisory arrangement, AFH shall be paid in cash an aggregate fee in an amount equal to 2% of the post-money valuation
of the Company immediately after the consummation of the direct listing.
On July 12, 2024, the Company amended the AFH
advisory agreement section to allow for an upfront payment on the listing date of $2,500,000 and the remining amount of the 2% fee to
be paid in equal monthly installments for one year. AFH was paid a fee of $500,000 for the amendment. Mr. Heshmatpour was paid $2,500,000
following the direct listing.
Short-term loans
In April 2023, the Company entered into a non-interest
bearing, non-convertible promissory note with HCWG LLC. HCWG LLC is owned 31.25% by Mr. Heshmatpour, 18.75% by Dr. Thomas Chen, 18.75%
by Dr. Alan Chiang (a former director), 15.625% by Patrick Walters and 15.625% by The Hilkiah Group LLC (an entity wholly-owned by Keithly
Garnett, the Chief Financial Officer). Borrowings under the Bridge Loan carry a 50% (or 1 times cash amounts borrowed) original issue
discount (“OID”) on principal and through subsequent amendments the maximum cash borrowing was increased to $10,000,000 at
December 31, 2023. The outstanding amounts under this Bridge Loan are payable at the earlier of the date of the initial public offering
or December 4, 2024 (the “Maturity Date”).
Through December 31, 2024 and 2023, the Company
had received under the Bridge Loan an aggregate of 7,337,408 and $5,968,987, respectively. The OID was recognized ratably over the term
of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier, at which point the accretion is accelerated.
Accretion of the OID for the year ended December 31, 2024 and 2023, amounted to $2,557,055 and 2,721,747, respectively, and are included
in interest expense in the accompanying consolidated statement of operations. Summary of the bridge loan activity for the years ended
December 31, 2024 and 2023, respectively, is as follows:
| | |
For the
year ended
December 31,
2024 | | |
For the
year ended
December 31,
2023 | |
| Bridge loan roll-forward | |
| | | |
| | |
| Principal outstanding | |
$ | 9,802,697 | | |
$ | - | |
| | |
| | | |
| | |
| Borrowings | |
| 1,368,422 | | |
| 5,968,987 | |
| OID | |
| 1,368,422 | | |
| 5,968,987 | |
| Repayments | |
| (791,077 | ) | |
| (2,135,277 | ) |
| Total principal outstanding before conversion | |
| 11,748,464 | | |
| 9,802,697 | |
| Conversion to common stock | |
| (11,748,464 | ) | |
| - | |
| Principal; outstanding | |
$ | - | | |
$ | 9,802,697 | |
| | |
For the
year ended
December 31,
2023 | |
| Bridge loan | |
| | |
| | |
| | |
| Principal Outstanding | |
$ | 9,802,697 | |
| Less: Unrecognized OID | |
| (3,247,240 | ) |
| Total: | |
$ | 6,555,457 | |
On June 14, 2024, the Company reached an agreement
with HCWG to convert the outstanding principal and interest on the Bridge Loan totaling $11,748,464 to 979,039 shares of common stock
at $12 per share. The fair value of the common stock issued for the conversions was valued based upon the pricing from a recent financing
round which was $12 a share. The difference between the carrying value of the debt as of the date of the extinguishment of $9,678,541
and the fair value of the shares issued to settle to the debt as of the date of the extinguishment of $11,748,464 is recorded as a loss
on extinguishment of Bridge Loan in the accompanying consolidated statement of operations in the amount of $2,069,923. As a result of
this conversion, the Bridge Loan was terminated and is no longer available to us for borrowing.
Advances - Executive Chairman of the Board
In February 2025, Mr. Heshmatpour advanced the
Company approximately $300,000. The advances carry a 50% (or 1 times amounts borrowed) original issue discount (“OID”) on
the principal. In the event of default, interest is payable at on any unpaid balance at a rate of 10% per annum. Mr. Heshmatpour is to
receive a total of $600,000 upon repayment of such advances, including OID, absent default. The Company shall pay the Executive Chairman
the entire unpaid principal balance on the earlier of one year following the date of the effective date of the agreement or the date of
the direct listing on the Nasdaq Global Market. The Company paid Mr. Heshmatpour the unpaid principal balance following the Company’s
direct listing.
Stock-Based Compensation
In January 2024, 1,000,000 shares of restricted
stock were granted to Amir Heshmatpour. The forgoing shares of restricted stock vested on October 25, 2025. In October 2024, 200,000 shares
of restricted stock were granted to Amir Heshmatpour and the forgoing shares of restricted stock vested on October 25, 2025.
Line of Credit Agreement
On October 11, 2024, the Company entered into
a Line of Credit Agreement with HCWG for borrowings of up to $10.0 million. Borrowings under the Line of Credit Agreement bear interest
at 10.0% per annum with interest payments due on the first business day of each calendar month, with unpaid principal due by October
12, 2027. In connection therewith, the Company issued HCWG a five-year warrant to purchase up to 312,500 shares of its common stock at
a per share exercise price of $12.00. The interest rate increases to 14% if the Line of Credit Agreement is extended. In April 2025,
following the cashless exercise of the warrant, 164,500 shares of Company common stock were issued to HCWG.
| Item 7.01. | Regulation FD Disclosure. |
On November 4, 2025, the Company issued a press
release announcing that its Board of Directors has appointed Amir Heshmatpour as Chief Executive Officer. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit
99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in
such a filing.
| Item 9.01. |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 10.1 |
|
Third Amendment to Employment Agreement |
| 10.2 |
|
Restricted Stock Award Agreement |
| 99.1 |
|
Press Release, dated November 4, 2025 |
| 104 |
|
Cover Page Interactive Data File |
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: November 6, 2025 |
NeOnc Technologies Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Amir Heshmatpour |
| |
|
Name: |
Amir Heshmatpour |
| |
|
Title: |
Chief Executive Officer,
President and Executive Chairman |
