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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):
September 8, 2026
2026-08-18
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.
Securities Purchase Agreement
On September 8, 2026, NeOnc Technologies Holdings,
Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreement”) with certain institutional
investors (the “Purchasers”) relating to the registered direct offering and sale of an aggregate of 2,610,715 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants
(the “Pre-Funded Warrants”) to purchase up to 960,715 shares of Common Stock, and accompanying warrants to purchase up to
an aggregate of 3,571,430 shares of Common Stock (the “Warrants” and the offering of the Shares, the Pre-Funded Warrants and
the Warrants, the “Offering”) at a combined offering price of $4.20 per Share and accompanying Warrant, provided, that the
combined purchase price per Pre-Funded Warrant and accompanying Warrant is identical to the purchase price per Share and accompanying
Warrant, less the Pre-Funded Warrant exercise price of $0.0001 per share.
The gross proceeds to the Company from the Offering
will be approximately $15 million, before deducting Placement Agent fees and other offering expenses payable by the Company. The Company
expects to use the net proceeds from the Offering for working capital and general corporate purposes and for the redemption of Series
A Convertible Preferred Stock. The Offering is expected to close on September 10, 2026, subject to the satisfaction of customary closing
conditions (the “Closing Date”).
Terms of Warrants
The Warrants have an exercise price of $4.20 per
share of Common Stock (as adjusted from time to time in accordance with the terms thereof). The Warrants will be immediately exercisable
following the issuance date, subject to certain beneficial ownership limitations, and will expire five years following the date of issuance.
Terms of Pre-Funded Warrants
The purchase price of each Pre-Funded Warrant
and accompanying Warrant will equal the price at which each Share and accompanying Warrant are being sold in this Offering, minus $0.0001,
and the exercise price of each Pre-Funded Warrant will be $0.0001 per share (as adjusted from time to time in accordance with the terms
thereof). The Pre-Funded Warrants will be exercisable immediately upon issuance, subject to certain beneficial ownership limitations
and may be exercised at any time until all the Pre-Funded Warrants are exercised in full.
The Shares, Warrants, Pre-Funded Warrants and
the shares of Common Stock underlying the Warrants and the Pre-Funded Warrants (the “Warrant Shares”) were offered by the
Company pursuant to a prospectus supplement dated September 8, 2026, and accompanying prospectus dated April 9, 2026, in connection with
a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-294845), which was declared effective by the
Securities and Exchange Commission (“SEC”) on April 9, 2026.
Under the terms of the Purchase Agreement, and
subject to certain exceptions, the Company has agreed not to, for a period of 30 days after the Closing Date, (i) issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file
any registration statement or amendment or supplement thereto, other than this prospectus supplement, or filing a registration statement
on Form S-8 in connection with any employee benefit plan.
The Purchase Agreement includes customary representations,
warranties and covenants by the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement
were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement
and may be subject to limitations agreed upon by the contracting parties. Additionally, the Company has agreed to provide the Purchasers
with customary indemnification under the Purchase Agreement.
Roth Capital Partners, LLC and A.G.P/Alliance
Global Partners (together, the “Placement Agents”) acted as placement agents for the Offering pursuant to a placement agency
agreement (the “Placement Agency Agreement”) dated September 8, 2026, by and between the Company and the Placement Agents.
Pursuant to the Placement Agency Agreement, the Company has agreed to pay the Placement Agents a cash fee equal to 7.0% of the gross proceeds
received by the Company in the Offering.
The Placement Agency Agreement contains customary
representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company,
including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties
and termination provisions. The representations, warranties, and covenants contained in the Placement Agency Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject
to limitations agreed upon by such parties.
In addition, our Chief Executive Officer and Chief
Medical Officer have entered into lock-up agreements (the “Lock-Up Agreements”). Under the Lock-Up Agreements, our Chief Executive
Officer and Chief Medical Officer may not, directly or indirectly, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose
of any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the
Company beneficially owned, held or hereafter acquired by the Chief Executive Officer or Chief Medical Officer for a period of 90 days
from the Closing Date.
The foregoing is only a summary of the material
terms of the Placement Agency Agreement and the Purchase Agreement and is qualified in its entirety by reference to the full text of such
agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.
The foregoing summaries of the Placement Agency
Agreement, Purchase Agreement, Warrants and Pre-Funded Warrants do not purport to be complete and are subject to and are qualified in
their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2, 4.1, and 4.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the legal opinion of Manatt, Phelps
& Phillips, LLP relating to the validity of the Shares, Warrants, Pre-Funded Warrants and Warrant Shares is filed herewith as Exhibit
5.1.
The foregoing summary and the exhibits hereto
also are not intended to modify or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the
agreements and the related summary are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances
relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by the Company,
which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the agreements
were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties,
including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties;
may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters
as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Accordingly, the agreements are filed with this report only to provide investors with information regarding the terms of the transactions
contemplated thereby, and not to provide investors with any other factual information regarding the Company. In addition, information
concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent
information may or may not be fully reflected in our public disclosures.
Item 7.01 Regulation FD Disclosure.
On September 9, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K and the press release contain forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects or strategies of the Company. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K and the press release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 4.1 |
|
Form of Common Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Manatt, Phelps & Phillips, LLP |
| 10.1 |
|
Placement Agency Agreement by and between the
Company, Roth Capital Partners, LLC, and A.G.P./Alliance Global Partners, dated September 8, 2026* |
| 10.2 |
|
Form of Securities Purchase Agreement by and among the Company and the Purchasers thereto, dated September 8, 2026* |
| 23.1 |
|
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated September 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain exhibits and schedules have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy of any of the omitted exhibits or schedules upon
request by the SEC. |
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: September 10, 2026 |
NeOnc Technologies Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Amir Heshmatpour |
| |
|
Name: |
Amir Heshmatpour |
| |
|
Title: |
Chief Executive Officer, President and Executive Chairman |
Exhibit 99.1
NeOnc Technologies Holdings, Inc. Announces Pricing of $15
Million Registered Direct Offering Priced At-The-Market Under
Nasdaq Rules with New and Existing Institutional Investors
CALABASAS, Calif., September 9, 2026 – NeOnc Technologies Holdings, Inc. (Nasdaq: NTHI) (“NeOnc” or the “Company”), a multi-Phase 2 clinical-stage biopharmaceutical company developing novel therapies for central nervous system (CNS) cancers, today announced that it has entered into definitive securities purchase agreements with new and existing healthcare focused institutional investors for the purchase and sale of 3,571,430 shares of the Company’s common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) and accompanying warrants to purchase up to 3,571,430 shares of the Company’s common stock at a combined purchase price of $4.20 per share (or $4.1999 per pre-funded warrant) and accompanying warrant in a registered direct offering priced at-the-market under Nasdaq rules. Each pre-funded warrant will be exercisable upon issuance at an exercise price of $0.0001 per share and will expire when exercised in full. Each warrant will be immediately exercisable at an exercise price of $4.20 per share and will expire five years from the date of issuance.
The gross proceeds to the Company from the registered direct offering are estimated to be approximately $15 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about September 10, 2026, subject to the satisfaction of customary closing conditions.
Roth Capital Partners and A.G.P./Alliance Global Partners are acting as co-placement agents.
The registered direct offering of the securities is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-294845) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective on April 9, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website located at https://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147 or by email at rothecm@roth.com, or A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.
About NeOnc Technologies Holdings, Inc.
NeOnc Technologies Holdings, Inc. is a clinical-stage life sciences company focused on the development and commercialization of central nervous system therapeutics that are designed to address the persistent challenges in overcoming the blood-brain barrier. The company’s NEO™ drug development platform has produced a portfolio of novel drug candidates and delivery methods with patent protections extending to 2038. These proprietary chemotherapy agents have demonstrated positive effects in laboratory tests on various types of cancers and in clinical trials treating malignant gliomas. NeOnc’s NEO100™ and NEO212™ therapeutics are in Phase II human clinical trials and are advancing under FDA Fast-Track and Investigational New Drug (IND) status. The company has exclusively licensed an extensive worldwide patent portfolio from the University of Southern California consisting of issued patents and pending applications related to NEO100, NEO212, and other products from the NeOnc patent family for multiple uses, including oncological and neurological conditions.
For more about NeOnc and its pioneering technology, visit https://neonc.com.
Forward-Looking Statements
NeOnc cautions you that all statements, other
than statements of historical facts, contained in this press release, are forward-looking statements. Forward-looking statements, in some
cases, can be identified by terms such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,”
“predict,” “seek,” “should,” “would,” “contemplate,” “project,”
“target,” “objective,” or the negative version of these words and similar expressions. In this press release,
forward-looking statements include, but are not limited to, statements relating to timing, size, terms and completion of the offering.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause NeOnc’s actual results,
performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking
statements in this press release, including, without limitation, risks and uncertainties related to the timing, size, terms and completion
of the offering. NeOnc’s forward-looking statements are based upon its current expectations and involve assumptions that may never
materialize or may prove to be incorrect. All forward-looking statements are expressly qualified in their entirety by these cautionary
statements. For a detailed description of NeOnc’s risks and uncertainties, you are encouraged to review its documents filed with
the SEC including NeOnc’s recent filings on Form 8-K, Form 10-K and Form 10-Q. You are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on which they were made. NeOnc undertakes no obligation to update such statements
to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Contacts
Company Contact:
info@neonc.com
Investor Contact:
Jon Nugent
Jon Nugent Communications
jon@jonnugent.com
205-566-3026
