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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):
March 12, 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) |
(310) 663-7831
(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 March 12, 2026, NeOnc Technologies Holdings,
Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with David Choi for his
service as Chief Accounting Officer of the Company.
The terms of Mr. Choi’s Employment Agreement
provide for a base salary of $162,500 per year. In addition, Mr. Choi will be entitled to participate in the Company’s 2023 Equity
Incentive Plan, with 170,000 restricted shares (the “Restricted Shares”) to be granted as of Mr. Choi’s start date.
53,333 of the Restricted Shares vested on March 12, 2026. 58,333 of the Restricted Shares will vest at the one-year anniversary of employment
with the Company. The remaining 58,334 Restricted Shares will be performance-based, the vesting of which will be predicated on certain
performance metrics being met as set forth in Mr. Choi’s individual grant agreement.
The descriptions of the Employment Agreement and
the Restricted Stock Award Agreement set forth under this Item 1.01 are qualified in their entirety by reference to the complete terms
and conditions of the Employment Agreement and the Restricted Stock Award Agreement which are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and incorporated herein by reference.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”)
of the Company appointed David Choi as the Company’s Chief Accounting Officer, effective March 12, 2026.
In his role as Chief Accounting Officer, Mr.
Choi, 32, will be responsible for overseeing the Company’s accounting, financial reporting, internal controls, and corporate governance
functions as the Company advances its clinical-stage biotechnology platform and expands its global operations. Mr. Choi is focused on
building scalable finance and accounting infrastructure, strengthening the Company’s financial reporting processes, and supporting
the Company’s growth as a public company. Mr. Choi has more than a decade of experience in accounting, financial reporting, and
internal controls for both public and private companies. From January 2021 to March 2026, Mr. Choi was a Director at Blythe Global Advisors,
where he advised companies across multiple industries on technical accounting matters, SEC reporting, and Sarbanes-Oxley compliance.
He led engagements involving financial reporting transformation, internal control design and implementation, and accounting for complex
transactions including equity instruments, debt financing, and business combinations. Earlier in his career, Mr. Choi held positions
at Grant Thornton (2018-2021) and Ernst & Young (2016-2018), where he provided assurance and advisory services to public and private
companies. Mr. Choi is a Certified Public Accountant (CPA). He holds a Master of Professional Accountancy and a Bachelor of Arts in Business
Economics with a minor in Accounting from the University of California, Irvine.
There is no arrangement or understanding between
Mr. Choi and any other person pursuant to which he was selected as Chief Accounting Officer, and there are no family relationships between
him and any director, executive officer or person nominated or chosen by the Company to become an executive officer. There are no transactions
involving Mr. Choi to be reported pursuant to Item 404(a) of Regulation S-K.
The disclosures regarding Mr. Choi’s Employment
Agreement and Restricted Stock Award Agreement set forth in Item 1.01 of this Current Report on Form 8-K with respect to Mr. Choi are
incorporated herein by reference. The descriptions of the Employment Agreement and the Restricted Stock Award Agreement incorporated
by reference in this Item 5.02 are qualified in their entirety by reference to the complete terms and conditions of the Employment Agreement
and the Restricted Stock Award Agreement which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On March 13, 2026, the Company issued a press
release announcing the appointment of Mr. Choi as the Company’s Chief Accounting Officer. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit
99.1 furnished hereto shall not be deemed “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, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in
such a filing.
|
Item 9.01 |
Financial Statements and Exhibits. |
| 10.1 |
|
Employment Agreement |
| 10.2 |
|
Restricted Stock Award Agreement |
| 99.1 |
|
Press Release dated March 13, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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 16, 2026 |
NeOnc Technologies Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Amir Heshmatpour |
| |
|
Name: |
Amir Heshmatpour |
| |
|
Title: |
Chief Executive Officer and President |
Exhibit 99.1
NeOnc Technologies Appoints David Choi as Chief
Accounting Officer
CALABASAS, Calif., March 13, 2026 (GLOBE NEWSWIRE)
— 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, has appointed David Choi as Chief Accounting
Officer. In this role, Mr. Choi is responsible for overseeing the Company’s accounting, financial reporting, internal controls,
and corporate governance functions as NeOnc advances its clinical-stage biotechnology platform and expands its global operations.
“David’s extensive expertise in technical
accounting and financial reporting for public companies comes at a pivotal time for NeOnc,” said Amir Heshmatpour, Chairman and
CEO of NeOnc. “As we accelerate our clinical trials and prepare for the next stages of corporate growth, maintaining rigorous financial
controls and governance is essential. David’s proven track record at top-tier advisory firms makes him an invaluable addition to
our leadership team as we strive to deliver novel therapies to patients with CNS cancers.”
“I am honored to join NeOnc at such an exciting
inflection point in its development,” said Mr. Choi. “NeOnc is doing vital work in the fight against aggressive brain cancers,
and I look forward to applying my experience in financial infrastructure and compliance to support the Company’s strategic objectives.
My focus will be on ensuring we have the robust financial foundation necessary to support our clinical advancements and drive long-term
value for our shareholders.”
Mr. Choi has more than a decade of experience
in accounting, financial reporting, and internal controls for both public and private companies. Prior to joining NeOnc, Mr. Choi was
a Director at Blythe Global Advisors, where he advised companies across multiple industries on technical accounting matters, SEC reporting,
and SOX compliance. He led engagements involving financial reporting transformation, internal control design and implementation, and accounting
for complex transactions including equity instruments, debt financing, and business combinations.
Earlier in his career, Mr. Choi held positions
at Grant Thornton and Ernst & Young, where he provided assurance and advisory services to public and private companies. His experience
includes financial statement audits, technical accounting advisory, and SOX readiness and compliance for internal controls over financial
reporting.
Mr. Choi is a Certified Public Accountant (CPA).
He holds a Master of Professional Accountancy and a Bachelor of Arts in Business Economics with a minor in Accounting from the University
of California, Irvine.
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
Important Cautions Regarding Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “may,” “will,”
“should,” “intend,” “expect,” “plan,” “budget,” “forecast,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “continue,” “evaluating,”
or similar words. Statements that contain these words should be read carefully, as they discuss our future expectations, projections of
future results of operations or financial condition, or other forward-looking information.
Please refer to the “Risk Factors”
section of our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 as filed with the Securities and Exchange Commission,
along with other cautionary language in that report and risk factors and other cautionary language in our subsequent filings with the
Securities and Exchange Commission, outlines important risks and uncertainties. These may cause our actual results to differ materially
from the forward-looking statements herein, including but not limited to the fact that results of preclinical studies and early clinical
trials may not be predictive of results of future clinical trials, announced or published data from our clinical trials may change as
more patient data become available and are subject to audit and verification procedures that could result in material changes in the final
data and our product candidates are in preclinical and clinical stages of development, are not approved for commercial sale and might
never receive regulatory approval or become commercially viable.
We assume no obligation to revise or update any
forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable
securities laws and regulations.
“NEO100” and NEO “212” are registered trademarks
of NeOnc Technologies Holdings, Inc.
Company Contact:
info@neonc.com
Investor Contact:
James Carbonara
Hayden IR
(646)-755-7412
