NeOnc Technologies sells stock and warrants privately

NeOnc Technologies Holdings, Inc. entered into a series of private financing deals to sell common stock and warrants to institutional and other investors.

Rhea-AI Filing Summary

NeOnc Technologies Holdings, Inc. entered into a series of private financing deals to sell common stock and warrants to institutional and other investors. An earlier Securities Purchase Agreement allowed issuance of up to 2,222,222 shares at $7.20 per share and five-year warrants exercisable at $9.00 per share.

Under that agreement, the company first issued 1,388,888 shares and matching warrants to a single institutional investor for $10 million, then 86,361 shares and matching warrants to three investors for $621,804.11. A new Securities Purchase Agreement dated February 24, 2026 covers up to 746,973 additional shares and warrants on the same terms, with an initial closing of 201,390 shares and matching warrants to four investors for $1,450,004. NeOnc plans to use the net proceeds for working capital and will later file a resale registration statement for the shares and warrant shares.

Insights

Capital markets analyst

NeOnc raises cash through multiple private stock and warrant sales.

NeOnc Technologies is using private placements to bring in new capital by issuing common shares at $7.20 each and five-year warrants with a $9.00 exercise price. The transactions span two Securities Purchase Agreements with several institutional and other investors.

The earlier agreement led to issuances for $10 million and then $621,804.11, while the newer agreement’s initial closing added $1,450,004. These are primary issuances, so cash flows to the company, and the stated use is working capital, which can support ongoing operations or development needs.

The securities are issued under Section 4(a)(2) of the Securities Act, indicating a non-public offering. The company also agreed to file a resale registration statement for the shares and warrant shares after its 2025 Form 10-K, which, once effective, will allow investors to resell into the public market.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What financing transaction did NeOnc Technologies (NTHI) disclose in this 8-K?

NeOnc Technologies disclosed private placements of common stock and warrants to institutional and other investors. The company issued shares at $7.20 each with five-year warrants exercisable at $9.00 per share across two Securities Purchase Agreements, bringing in several million dollars of primary capital.

What were the key terms of NeOnc Technologies’ stock and warrant offerings?

The company agreed to sell common stock at a per-share purchase price of $7.20 and issue five-year warrants with a per-share exercise price of $9.00. Each share sold was paired with a warrant to purchase an equal number of additional common shares under both Securities Purchase Agreements.

How much money did NeOnc Technologies raise in the initial January 2026 closings?

Under the January 29, 2026 agreement, NeOnc first issued 1,388,888 shares and matching warrants to one institutional investor for $10 million, then 86,361 shares and matching warrants to three investors for $621,804.11. Both transactions involved primary issuances directly from the company to investors.

What did NeOnc Technologies agree to in the February 24, 2026 Securities Purchase Agreement?

The February 24, 2026 agreement allows issuance of up to 746,973 additional shares at $7.20 and warrants exercisable at $9.00. Its initial closing on February 25, 2026 involved 201,390 shares and matching warrants sold to four investors for a combined purchase price of $1,450,004.

How will NeOnc Technologies use the proceeds from these private placements?

NeOnc Technologies stated it intends to use the net proceeds from the sale of shares and warrants for working capital purposes. Working capital typically covers day-to-day operating needs, including expenses like payroll, research and development, and general corporate activities.

Under what legal exemption were NeOnc’s securities issued, and will they be registered later?

The securities were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. NeOnc also agreed to file a resale registration statement for the shares and warrant shares after filing its Form 10-K for the year ended December 31, 2025.

When did the offerings under NeOnc Technologies’ Securities Purchase Agreements terminate?

The offering under the January 29, 2026 Securities Purchase Agreement terminated on January 31, 2026. The offering under the February 24, 2026 Securities Purchase Agreement terminated on February 28, 2026, following the initial closing completed on February 25, 2026.

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

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Accepted by SEC EDGAR 03/03/2026 - 05:00 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):

February 25, 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 1.01. Entry Into a Material Definitive Agreement

As previously disclosed, on January 29, 2026 NeOnc Technologies Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) to issue and sell up to 2,222,222 shares (the “Shares”) of common stock, $0.0001 par value per share of the Company (the “Common Stock”) at a per Share purchase price of $7.20 and five-year warrants to purchase up to 2,222,222 shares of Common Stock at a per share exercise price of $9.00 (the “Warrants” and together with the Shares the “Securities”). The initial closing further to the Agreement consisted of the issuance of 1,388,888 Shares and Warrants to purchase 1,388,888 shares of Common Stock to a single institutional investor at a purchase price of $10 million. The subsequent closing further to the Agreement consisted of the issuance of 86,361 Shares and Warrants to purchase 86,361 shares of Common Stock to three investors at an aggregate purchase price of $621,804.11. The offering of Securities further to the Agreement terminated on January 31, 2026. On February 24, 2026, the Company entered into another Securities Purchase Agreement to issue and sell up to the remaining 746,973 Shares at the same per Share purchase price of $7.20 and Warrants to purchase up to 746,973 shares of Common Stock at the same per share exercise price of $9.00. The initial closing further to this Securities Purchase Agreement took place on February 25, 2026, and consisted of the issuance of an aggregate of 201,390 Shares and Warrants to purchase 201,390 shares of Common Stock to four investors at a combined purchase price of $1,450,004. This current Securities Purchase Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties and the offering of Securities further to this Securities Purchase Agreement terminated on February 28, 2026.

The Company intends to use the net proceeds from the offering for working capital purposes. The Securities are issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.

Pursuant to this current Securities Purchase Agreement, the Company will file a resale registration statement registering the Shares and the shares of Common Stock issuable upon exercise of the Warrants no later than ten (10) days after the date of the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The foregoing descriptions of this current Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of this current Securities Purchase Agreement and the form of Warrant, filed as Exhibit 10.1 and 4.1 hereto, respectively, and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 3, 2026	NeOnc Technologies Holdings, Inc.
	By:	/s/ Amir Heshmatpour
		Name:	Amir Heshmatpour
		Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 168.3 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 87.1 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB