NeOnc Technologies holders back directors, plan

NEONC TECHNOLOGIES HOLDINGS, INC.

Rhea-AI Filing Summary

NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI) reported the results of its 2026 annual stockholders meeting held on August 14, 2026. Stockholders of record on June 15, 2026, holding 25,931,865 shares of common stock, were entitled to vote, and 20,208,635 shares (or 77.92%) were present, constituting a quorum.

Stockholders elected Class I directors Victoria Medvec, Ph.D. and Steven L. Giannotta, M.D. to terms ending at the 2029 annual meeting. They received approximately 16.96 million and 16.95 million "For" votes, respectively, with broker non-votes reported. Stockholders also approved an amendment to the Company’s 2023 Equity Incentive Plan, ratified the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, and approved the potential adjournment of the meeting if necessary to obtain a quorum or additional approvals.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 25,931,865 shares Shares present at meeting: 20,208,635 shares Quorum percentage: 77.92% +5 more

8 metrics

Shares outstanding entitled to vote 25,931,865 shares Common stock outstanding and entitled to vote as of June 15, 2026

Shares present at meeting 20,208,635 shares Shares present in person or by proxy at the 2026 annual meeting

Quorum percentage 77.92% Percentage of entitled shares represented at the 2026 annual meeting

Votes For – Victoria Medvec, Ph.D. 16,962,981 Director election for Class I term ending at 2029 annual meeting

Votes For – Steven L. Giannotta, M.D. 16,949,334 Director election for Class I term ending at 2029 annual meeting

Equity Plan Amendment For votes 15,262,133 Votes For amendment of 2023 Equity Incentive Plan

Auditor ratification For votes 20,191,009 Votes For ratification of CBIZ CPAs P.C. for fiscal year 2026

Adjournment proposal For votes 17,062,559 Votes For authorization to adjourn the annual meeting if necessary

Key Terms

broker non-votes, quorum, 2023 Equity Incentive Plan, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Director Nominee | For | Withhold | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum regulatory

"constituting a quorum pursuant to the Company’s Amended and Restated Bylaws"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

2023 Equity Incentive Plan financial

"approved amendment of the Company’s 2023 Equity Incentive Plan, as amended"

independent registered public accounting firm financial

"ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

adjournment of the Annual Meeting regulatory

"approved adjournment of the Annual Meeting if necessary to obtain a quorum"

FAQ

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

What was the quorum at NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI)'s 2026 annual meeting?

The quorum consisted of 20,208,635 shares of common stock, representing 77.92% of the 25,931,865 shares entitled to vote as of June 15, 2026. This satisfied the company’s bylaw requirements to conduct business.

Which directors were elected at NTHI's 2026 annual meeting and for how long?

Stockholders elected Victoria Medvec, Ph.D. and Steven L. Giannotta, M.D. as Class I directors to serve three-year terms ending at the 2029 annual meeting. Both nominees received strong majority support in the director elections.

Did NTHI stockholders approve the 2023 Equity Incentive Plan amendment?

Yes, stockholders approved the amendment to the 2023 Equity Incentive Plan with 15,262,133 votes For, 3,044,469 Against, 538,752 Abstain, and 1,363,281 broker non-votes. This maintains authority to grant equity-based compensation.

Who is NTHI's independent registered public accounting firm for 2026?

Stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 20,191,009 votes For, 9,176 Against, and 8,450 Abstain, and no broker non-votes reported.

Was the adjournment proposal approved at NTHI's 2026 annual meeting?

Yes, the adjournment proposal was approved with 17,062,559 votes For, 3,112,671 Against, and 33,405 Abstain. This allowed the company to adjourn the meeting if needed to secure a quorum or additional proposal approvals.

How many NTHI shares were entitled to vote at the 2026 annual meeting?

A total of 25,931,865 shares of common stock were outstanding and entitled to vote as of June 15, 2026. Each share carried one vote on the proposals presented at the annual meeting.

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

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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 14, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

NeOnc Technologies Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders on August 14, 2026 (the “Annual Meeting”) via live webcast. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on June 23, 2026.

Holders of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as of the close of business on June 15, 2026, were entitled to notice of, and to vote at, the Annual Meeting. As of such date, 25,931,865 shares of Common Stock were outstanding and entitled to vote. Each share of Common Stock was entitled to one (1) vote per share. Present in person or by proxy at the Annual Meeting were 20,208,635 shares of Common Stock, or 77.92% of the Common Stock entitled to vote, constituting a quorum pursuant to the Company’s Amended and Restated Bylaws.

The following are the final votes on the proposals presented to stockholders for approval at the Annual Meeting.

Proposal 1: The Company’s stockholders elected two Class I directors to serve for a three-year term ending as of the Company’s annual meeting in 2029. The votes were as follows:

Director Nominee	For	Withhold	Broker Non-Votes
Victoria Medvec, Ph.D.	16,962,981	1,882,373	1,363,281
Steven L. Giannotta, M.D.	16,949,334	1,896,020	1,363,281

Proposal 2: The Company’s stockholders approved amendment of the Company’s 2023 Equity Incentive Plan, as amended. The votes on this proposal were as follows:

For	Against	Abstain	Broker Non-Votes
15,262,133	3,044,469	538,752	1,363,281

Proposal 3: The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes on this proposal were as follows:

For	Against	Abstain	Broker Non-Votes
20,191,009	9,176	8,450	—

Proposal 4: The Company’s stockholders approved adjournment of the Annual Meeting if necessary to obtain a quorum or seek approval of one or more proposals. The votes on this proposal were as follows:

For	Against	Abstain	Broker Non-Votes
17,062,559	3,112,671	33,405	—

1

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 20, 2026	NeOnc Technologies Holdings, Inc.
	By:	/s/ Amir Heshmatpour
		Name:	Amir Heshmatpour
		Title:	Chief Executive Officer, President and Executive Chairman

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB