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  4. [8-K] NEONC TECHNOLOGIES HOLDINGS, INC. Reports Material Event

NeOnc Technologies (NASDAQ: NTHI) sells shares to fund NEO216 trials

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NeOnc Technologies Holdings, Inc. is raising capital through a series of private placements of common stock and five-year warrants. Across four Securities Purchase Agreements, the company has agreed to issue shares at $7.20 per share with accompanying warrants exercisable at $9.00 per share.

The latest, fourth agreement dated April 20, 2026 covers up to 406,694 shares and related warrants, with an initial closing of 277,777 shares and 277,777 warrants for approximately $2 million. Earlier agreements in January, February and March 2026 included multiple closings with institutional and other investors.

The company intends to use the net proceeds to fund NEO216 preclinical trials. The securities were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act, and NeOnc will file a resale registration statement for the shares and warrant shares within ten days of the initial closing under the fourth agreement.

Positive

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Insights

NeOnc is using repeat private placements to fund NEO216 preclinical work.

NeOnc Technologies is executing a staged financing strategy using multiple Securities Purchase Agreements for common stock and five-year warrants. Fixed terms of $7.20 per share and a $9.00 warrant exercise price provide consistent economics across all tranches.

The April 20, 2026 agreement covers up to 406,694 shares, with an initial 277,777-share closing for about $2.0M. Earlier closings in January, February and March 2026 brought in several million dollars more from institutional and other investors.

Proceeds are earmarked for NEO216 preclinical trials, tying this financing directly to pipeline development rather than general uses. Because the securities were sold under Section 4(a)(2), liquidity for investors depends on the promised resale registration statement to be filed within ten days of the initial closing under the fourth agreement.

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, and exhibit attachments filed with this report.
Maximum shares under initial Agreement 2,222,222 shares Common stock issuable under the January 29, 2026 Securities Purchase Agreement
Share purchase price $7.20 per share Price for common stock across all Securities Purchase Agreements
Warrant exercise price $9.00 per share Exercise price for five-year warrants issued with the shares
First closing proceeds $10,000,000 Proceeds from 1,388,888 shares and warrants sold to one institutional investor
Subsequent January closing $621,804.11 Proceeds from 86,361 shares and warrants sold to three investors
Fourth agreement initial closing 277,777 shares; ≈$2,000,000 April 20, 2026 issuance of shares and warrants to one investor
Remaining capacity under fourth agreement 406,694 shares Maximum shares and related warrants available to be sold under the April 20, 2026 agreement
Fourth agreement termination date April 30, 2026 Date the offering under the fourth Securities Purchase Agreement ends
Securities Purchase Agreement financial
"the Company entered into a fourth Securities Purchase Agreement to issue and sell up to the remaining 406,694 Shares"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
warrants financial
"five-year warrants to purchase up to 2,222,222 shares of Common Stock at a per share exercise price of $9.00"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Section 4(a)(2) of the Securities Act regulatory
"The Securities are issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended ... provided in Section 4(a)(2)"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
resale registration statement regulatory
"the Company will file a resale registration statement registering the Shares and the shares of Common Stock issuable upon exercise of the Warrants"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0001979414 0001979414 2026-04-20 2026-04-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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):

April 20, 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.

 

Additionally, as previously disclosed, on February 24, 2026, the Company entered into a second 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 second 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. The offering of Securities further to the second Securities Purchase Agreement terminated on February 28, 2026.

 

Furthermore, as previously disclosed, on March 20, 2026, the Company entered into a third Securities Purchase Agreement to issue and sell up to the remaining 545,583 Shares at the same per Share purchase price of $7.20 and Warrants to purchase up to 545,583 shares of Common Stock at the same per share exercise price of $9.00. The initial closing further to this third Securities Purchase Agreement took place on March 20, 2026, and consisted of the issuance of an aggregate of 138,889 Shares and Warrants to purchase 138,889 shares of Common Stock to one investor at a purchase price of $1,000,000. This third 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 the third Securities Purchase Agreement terminates on April 30, 2026.

 

On April 20, 2026, the Company entered into a fourth Securities Purchase Agreement to issue and sell up to the remaining 406,694 Shares at the same per Share purchase price of $7.20 and Warrants to purchase up to 406,694 shares of Common Stock at the same per share exercise price of $9.00. The initial closing further to this fourth Securities Purchase Agreement took place on April 20, 2026, and consisted of the issuance of an aggregate of 277,777 Shares and Warrants to purchase 277,777 shares of Common Stock to one investor at a purchase price of approximately $2,000,000. This fourth 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 the fourth Securities Purchase Agreement terminates on April 30, 2026.

 

The Company intends to use the net proceeds from the offering to fund the NEO216 preclinical trials. 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 fourth 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 initial closing.

 

The foregoing descriptions of this fourth Securities Purchase Agreement and the Warrant 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.

 

1

 

 

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)

 

2

 

 

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: April 24, 2026 NeOnc Technologies Holdings, Inc.
     
  By: /s/ Amir Heshmatpour
    Name: Amir Heshmatpour
    Title: Chief Executive Officer

 

3

Source: View Original Filing on SEC EDGAR

FAQ

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

NeOnc Technologies announced a fourth Securities Purchase Agreement for common stock and five-year warrants. It covers up to 406,694 shares at $7.20 each, with matching warrants exercisable at $9.00, continuing a series of private placements started earlier in 2026.

How much stock did NeOnc sell in the April 20, 2026 closing?

In the April 20, 2026 initial closing, NeOnc issued 277,777 shares of common stock and warrants for 277,777 shares. The purchase price was approximately $2 million, based on the agreed $7.20 per share for investors participating in this fourth agreement.

What are the key terms of NeOnc’s stock and warrant securities?

Each financing tranche uses the same terms: common stock priced at $7.20 per share and five-year warrants with a $9.00 exercise price. These terms apply across the January, February, March, and April 2026 Securities Purchase Agreements disclosed by NeOnc Technologies.

How will NeOnc Technologies (NTHI) use the proceeds from these offerings?

NeOnc plans to use the net proceeds from these securities offerings to fund NEO216 preclinical trials. This links the capital raised directly to advancing its NEO216 program rather than unspecified corporate purposes, according to the company’s disclosure.

What registration obligations did NeOnc agree to for these securities?

For the fourth Securities Purchase Agreement, NeOnc committed to file a resale registration statement. This registration will cover the shares and the common stock issuable upon warrant exercise, and must be filed no later than ten days after the initial April 20, 2026 closing.

Under what exemption were NeOnc’s securities issued in these transactions?

The securities were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. This exemption allows private placements to sophisticated investors, with NeOnc later planning a resale registration to facilitate public resales of the securities.

Filing Exhibits & Attachments

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Agreements & Contracts

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