NEONC TECHNOLOGIES REPORTS MATERIAL AGREEMENTS & FINANCIALS

TL;DR

NEONC TECHNOLOGIES dropped an 8-K detailing new deals, asset changes, and financial results. Big day for them.

AI Summary

On August 18, 2025, NEONC TECHNOLOGIES HOLDINGS, INC. reported several key events. The company entered into a material definitive agreement, completed an acquisition or disposition of assets, and disclosed its results of operations and financial condition. Additionally, the filing addresses unregistered sales of equity securities, changes in directors and officers, and includes Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing provides crucial updates on NEONC TECHNOLOGIES' strategic moves, financial performance, and corporate governance, impacting investor understanding of the company's current standing and future prospects.

Risk Assessment

Risk Level: medium — The filing covers multiple significant corporate events including material agreements and asset transactions, which inherently carry medium risk due to their potential impact on the company's financial health and strategic direction.

Key Players & Entities

• NEONC TECHNOLOGIES HOLDINGS, INC. (company) — Registrant
• August 18, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-42567 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 NTHI The Nasdaq Stock Market LLC
• $25 — ommon stock with an attributed value of $25 per share, less (b) an amount of shares

Filing Documents

• neonctechnologies_8k.htm (8-K) — 36KB
• neonctechnologies_ex10-1.htm (EX-10.1) — 44KB
• neonctechnologies_ex99-1.htm (EX-99.1) — 31KB
• 0001829126-25-006673.txt ( ) — 291KB
• cik0001979414-20250818.xsd (EX-101.SCH) — 3KB
• cik0001979414-20250818_lab.xml (EX-101.LAB) — 33KB
• cik0001979414-20250818_pre.xml (EX-101.PRE) — 22KB
• neonctechnologies_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 18, 2025, NeOnc Technologies Holdings, Inc. (the "Company") entered into a Share Exchange Agreement (the "Agreement") with the members (the "Members") of JandB Holdings, LLC ("JandB"). Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding membership interests of JandB in exchange for an amount of shares of Company common stock equal to (a) 120,000 shares of Company common stock with an attributed value of $25 per share, less (b) an amount of shares equal to (x) the aggregate transaction fees incurred by the Company in connection with all of the transactions related to the Agreement divided by (y) $25.00, rounded up to the nearest whole share. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On August 18, 2025, the Company completed the acquisition of JandB in accordance with the terms of the Share Exchange Agreement. The acquisition was consummated upon the execution of the Agreement. As a result, JandB is now a wholly owned subsidiary of the Company.

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On August 19, 2025, the Company issued a press release reporting second quarter financial results. A copy of the press release is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such filing.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure in Item 1.01 and 2.01 above is incorporated by reference into this Item 3.02

02. Departure of Directors or Certain Officers; Election of Directors;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 18, 2025, Dr. Ming-Fu Chiang notified the Board of Directors (the "Board") of the Company of his decision to resign from the Board, effective immediately. Mr. Chiang's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. Dr. Chiang will continue serving on the Company's science advisory board. On August 18, 2025, in connection with the execution of the Agreement, the Board of the Company elected Ishwar Puri as a director of the Company, effective immediately, to serve until the Company's 2025 annual meeting of stockholders. Since August 2021, Mr. Puri has served as senior vice president, research and innovation and a professor of aerospace and mechanical engineering at University of Southern California ("USC"). He oversees the USC Office of Research and Innovation that guides the university's research programs. Prior to his appointment at USC, Puri was dean of the Faculty of Engineering and professor at McMaster University in Hamilton, Ontario, Canada. In Canada, he was one of 18 members of the Natural Sciences and Engineering Research Council of Canada, an appointment made by the governor general of Canada. He served as chair of the Canadian National Council of Deans of Engineering and Applied Science, now called Engineering Deans Canada. He holds a bachelor's degree in mechanical engineering from the University of Delhi's College of Engineering and obtained his master's degree in engineering science (applied mechanics) and PhD from the University of California, San Diego. There is no arrangement or understanding between Mr. Puri and any other person pursuant to which he was selected as director, and there are no family relationships between him and any director, executive officer or person nominated or cho

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The information under Item 2.02, above, is incorporated herein by reference. The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of 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 or the Exchange Act, regardless of any general incorporation language in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Share Exchange Agreement, dated August 18, 2025 99.1 Press Release, dated August 19, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: August 22, 2025 NeOnc Technologies Holdings, Inc. By: /s/ Amir Heshmatpour Name: Amir Heshmatpour Title: President and Executive Chairman 3

View Full Filing

View this 8-K filing on SEC EDGAR