NeOnc Technologies (NTHI) secures $10M and upsized stock‑warrant financing

Rhea-AI Filing Summary

NeOnc Technologies Holdings, Inc. entered into a Securities Purchase Agreement to sell up to 2,222,222 shares of common stock at $7.20 per share and five-year warrants to buy up to 2,222,222 additional shares at an exercise price of $9.00 per share. An initial closing provided 1,388,888 shares and warrants for 1,388,888 shares to a single institutional investor for $10 million. The company plans additional closings and intends to use net proceeds to repay debt and for working capital. These securities are issued in a private placement under Section 4(a)(2), and the company will file a resale registration statement for the shares and warrant shares within ten days of the initial closing.

Insights

Capital markets and corporate finance analyst

NeOnc raises $10M privately with more capacity plus attached warrants.

NeOnc Technologies Holdings, Inc. arranged a private financing for up to 2,222,222 shares and matching five-year warrants. The initial closing delivered 1,388,888 shares and 1,388,888 warrants for $10 million, implying a per-share purchase price of $7.20 and a warrant exercise price of $9.00.

The transaction is exempt from registration under Section 4(a)(2) and involves a single institutional investor at the first closing. Proceeds are earmarked for repayment of indebtedness and working capital, so the deal both injects cash and may reduce leverage if debt balances are meaningfully lowered.

The agreement allows additional closings, so future issuances will depend on how much of the up to 2,222,222-share capacity is used. A resale registration statement for the common shares and warrant shares is required to be filed within ten days of the initial closing, which will affect when the investor can sell into the market.

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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):

January 29, 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

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 Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties. The Company expects subsequent closings for sales of additional Securities further to the Agreement.

The Company intends to use the net proceeds from the offering for repayment of indebtedness and for working capital. 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 the Agreement, the Company will file a resale registration statement registering the Shares and the shares of Common Stock issuable upon exercise of the Warrant no later than ten (10) days after the date of the initial closing.

The foregoing descriptions of the 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 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: January 29, 2026	NeOnc Technologies Holdings, Inc.
	By:	/s/ Amir Heshmatpour
		Name:	Amir Heshmatpour
		Title:	Chief Executive Officer

2

FAQ

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

NeOnc Technologies Holdings entered a Securities Purchase Agreement to sell up to 2,222,222 common shares and five-year warrants for up to 2,222,222 additional shares. The structure provides immediate capital from an initial closing and capacity for further issuances under the same agreement.

How much capital did NeOnc Technologies Holdings (NTHI) raise in the initial closing?

The initial closing raised $10 million through the sale of 1,388,888 common shares and warrants for 1,388,888 shares. This funding represents the first tranche under a larger agreement that permits issuance of up to 2,222,222 shares and corresponding warrants overall.

What are the share and warrant pricing terms in NeOnc Technologies Holdings’ new financing?

Each common share was sold at a purchase price of $7.20, while the five-year warrants have an exercise price of $9.00 per share. These fixed prices define the cost to the investor now and the potential future cash inflow if the warrants are later exercised.

How does NeOnc Technologies Holdings (NTHI) plan to use the $10 million in proceeds?

NeOnc Technologies Holdings intends to use the net proceeds to repay indebtedness and for working capital. This means part of the funding may reduce existing debt obligations, while the remainder supports general corporate needs like operations and growth-related spending.

Is NeOnc Technologies Holdings registering the securities sold under this agreement?

The securities were issued under a Section 4(a)(2) registration exemption, but NeOnc committed to file a resale registration statement. That filing will cover the common shares sold and the shares issuable upon warrant exercise, facilitating potential future resale by the investor.

Who participated in the initial tranche of NeOnc Technologies Holdings’ private offering?

The initial closing involved a single institutional investor that purchased 1,388,888 shares and matching warrants. Future closings for the remaining capacity under the agreement, if any occur, would also involve sales of additional shares and warrants to investor counterparties.