NeOnc Technologies (NTHI) sets up $75M at-the-market share sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NeOnc Technologies Holdings, Inc. established an at-the-market equity program allowing it to sell up to $75,000,000 of common stock through BTIG, LLC and A.G.P./Alliance Global Partners as placement agents. Sales may be made from time to time on the Nasdaq Global Market or other existing U.S. trading markets.
The company will pay the placement agents a cash commission equal to 3.0% of the gross sales price of shares sold and reimburse specified expenses. The shares will be issued under NeOnc’s previously filed Registration Statement on Form S-3 (File No. 333-294845), which was declared effective on April 9, 2026, and a related prospectus supplement filed April 10, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.01, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $75,000,000 of common stock
Placement commission rate: 3.0%
Form S-3 file number: File No. 333-294845
+2 more
5 metrics
ATM program size
$75,000,000 of common stock
Maximum aggregate amount of shares that may be sold under the at-the-market offering
Placement commission rate
3.0%
Cash commission on gross sales price payable to BTIG and A.G.P. for ATM sales
Form S-3 file number
File No. 333-294845
Registration Statement on Form S-3 under which ATM shares will be issued
S-3 effectiveness date
April 9, 2026
Date the Registration Statement on Form S-3 was declared effective
Equity Distribution Agreement date
April 10, 2026
Date NeOnc entered into the Equity Distribution Agreement with BTIG and A.G.P.
Key Terms
at the market offering, Equity Distribution Agreement, Registration Statement on Form S-3, prospectus supplement, +2 more
6 terms
at the market offering financial
"to create an “at the market” equity program under which it may sell up to an aggregate of $75,000,000 of shares"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Equity Distribution Agreement financial
"the Company entered into an Equity Distribution Agreement (the “Agreement”) with BTIG, LLC and A.G.P./Alliance Global Partners"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
Registration Statement on Form S-3 regulatory
"The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-294845)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"On April 10, 2026, the Company filed a prospectus supplement relating to the ATM Offering with the Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
prospectus supplement providing all information regulatory
"the Company will file a further prospectus supplement providing all information about such offering as required by Rule 424(b)"
opinion of Manatt, Phelps & Phillips, LLP legal
"Attached as Exhibit 5.1 to this on is the opinion of Manatt, Phelps & Phillips, LLP, relating to the legality of the issuance and sale of the Shares"
FAQ
What did NeOnc Technologies Holdings (NTHI) announce in this filing?
NeOnc Technologies Holdings created an at-the-market equity program to sell up to $75,000,000 of common stock. Shares may be sold from time to time through BTIG and A.G.P. on the Nasdaq Global Market or other existing U.S. trading markets.
How large is NeOnc Technologies Holdings’ new at-the-market offering?
The at-the-market program permits sales of up to $75,000,000 of NeOnc common stock. This is a maximum capacity, meaning the company can choose to issue shares over time, subject to Form S-3 limits and market conditions described in the program.
Who are the placement agents for NeOnc Technologies Holdings’ ATM program?
The placement agents are BTIG, LLC and A.G.P./Alliance Global Partners. They may sell shares by methods permitted for at-the-market offerings, including transactions directly on or through the Nasdaq Global Market or other existing U.S. trading markets for the stock.
What commission will NeOnc Technologies Holdings pay under the ATM agreement?
NeOnc will pay the placement agents a cash commission equal to 3.0% of the gross sales price of shares sold. The company will also reimburse specified expenses, as outlined in the Equity Distribution Agreement filed as an exhibit.
Can NeOnc Technologies Holdings stop or limit sales under the ATM program?
Yes. NeOnc may instruct the placement agents not to sell shares below a designated price and can suspend or terminate the program. The company may terminate the agreement on two days’ notice, while each placement agent may terminate with one day’s notice.