UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
| SEC
FILE NUMBER |
| 001-42567 |
| CUSIP
NUMBER |
| 64051A101 |
| (Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR |
|
| |
For
Period Ended: June 30, 2025
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For
the Transition Period Ended: __________________________
Read
attached instruction sheet before preparing form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
|
| If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: |
| |
| |
PART
I
REGISTRANT
INFORMATION
| NeOnc
Technologies Holdings, Inc. |
Full
Name of Registrant |
| |
| |
| Former
Name if Applicable |
| |
| 23975
Park Sorrento, Suite 205 |
| Address
of Principal Executive Office (Street and Number) |
| |
| Calabasas,
CA 91302 |
| City,
State and Zip Code |
PART
II
RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| ☒ |
|
(a) |
|
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
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| |
(b) |
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed
due date; and |
| |
|
|
|
| |
(c) |
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
NeOnc
Technologies Holdings, Inc. (the “Company”) could not timely file its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2025 (the “Form 10-Q”) without unreasonable effort or expense because the Company requires additional
time to complete the final review of its financial statements and other disclosures in the Form 10-Q regarding non-cash expense
charges to be recorded with respect to previously granted restricted stock units. The Company is working diligently to complete its
Form 10-Q for such period as soon as possible and currently expects to file the Form 10-Q within the five-day extension period
provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV
OTHER INFORMATION
| (1) |
Name and telephone number
of person to contact in regard to this notification |
| |
Amir
Heshmatpour |
|
818 |
|
570-6844 |
| |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s). |
|
☒
Yes ☐ No |
| |
|
|
|
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
|
☐
Yes ☒ No |
| |
|
|
|
| |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
|
|
NeOnc
Technologies Holdings, Inc.
(Name of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 14, 2025 |
By: |
/s/ Amir Heshmatpour |
| |
Name: |
Amir Heshmatpour |
| |
Title: |
President |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
