NTHI insider Form 4: 1,200,000-share restricted stock grant

Rhea-AI Filing Summary

NEONC Technologies Holdings (NTHI): insider equity grant reported. President, Director, and 10% Owner Amir F. Heshmatpour reported acquiring 1,200,000 shares of restricted common stock on 11/06/2025 under the 2023 Equity Incentive Plan. Of these, 600,000 vest on January 2, 2026, with the remaining 600,000 vesting in twelve monthly tranches of 50,000 beginning February 1, 2026.

Following the grant, directly beneficially owned common stock was 2,962,000 shares. Indirect holdings were reported as 256,120 shares by HCWG LLC, 550,000 shares by KIG LLC, and 3,714,020 shares by AFH Holding & Advisory, LLC, with applicable ownership disclaimers noted.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Heshmatpour Amir F

(Last) (First) (Middle)

23975 SORRENTO PARK

SUITE 205

(Street)

CALABASAS CA 91302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEONC TECHNOLOGIES HOLDINGS, INC. [ NTHI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CommonStock(1)	11/06/2025		A		1,200,000	A	(2)	2,962,000(3)	D
Common Stock								256,120(4)	I	By HCWG LLC
Common Stock								550,000(5)	I	By KIG LLC
Common Stock								3,714,020(6)	I	By AFH Holdings & Advisory, LLC.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted common stock granted pursuant to Issuer's 2023 Equity Incentive Plan (the "Plan"). Of such shares, 600,000 shares vest on January 2, 2026. The remaining shares vest in twelve tranches of 50,000 shares on the first of each month commencing on February 1, 2026.

2. Not applicable.

3. Includes 275,000 shares held by certain members of Reporting Person's immediate family of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein.

4. Such shares represent only Reporting Person's proportionate interest in HCWG LLC.

5. Such shares are held by KIG LLC of which Reporting Person's spouse is the sole member. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.

6. Reporting Person is the sole member and manager of AFH Holding & Advisory, LLC.

	/S/ AMIR F HESHMATPOUR	11/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did NTHI’s insider report on Form 4?

Amir F. Heshmatpour reported an acquisition of 1,200,000 restricted common shares on 11/06/2025 under the 2023 Equity Incentive Plan.

How do the 1,200,000 restricted shares vest at NTHI?

600,000 vest on January 2, 2026, and the remaining 600,000 vest in 12 monthly tranches of 50,000 starting February 1, 2026.

What is the insider’s direct NTHI share ownership after the transaction?

Directly beneficially owned common stock totaled 2,962,000 shares after the reported transaction.

What indirect NTHI holdings were reported by the insider?

Indirect holdings reported: 256,120 shares by HCWG LLC; 550,000 shares by KIG LLC; 3,714,020 shares by AFH Holding & Advisory, LLC.

What roles does the reporting person hold at NTHI?

The reporting person is a Director, President, and 10% Owner.

Were there any ownership disclaimers?

Yes. The filing notes family-held shares and entity-held shares with standard beneficial ownership disclaimers tied to pecuniary interest.