NEONC TECHNOLOGIES HOLDINGS, INC. Files Amendment to S-1 Registration Statement

TL;DR

<b>NEONC TECHNOLOGIES HOLDINGS, INC. has filed an S-1/A amendment for its registration statement.</b>

AI Summary

NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI) filed a Amended IPO Registration (S-1/A) with the SEC on March 1, 2024. NEONC TECHNOLOGIES HOLDINGS, INC. filed an S-1/A amendment on February 29, 2024. The filing is a registration statement under the Securities Act of 1933. The company's principal executive offices are located at 2 Dole Drive, Westlake Village, CA 91362. The IRS Employer Identification No. is 92-1954864. The Standard Industrial Classification Code is 2834 (Pharmaceutical Preparations).

Why It Matters

For investors and stakeholders tracking NEONC TECHNOLOGIES HOLDINGS, INC., this filing contains several important signals. This S-1/A filing indicates NEONC TECHNOLOGIES HOLDINGS, INC. is moving forward with its public offering plans. The amendment provides updated information for potential investors regarding the company's securities.

Risk Assessment

Risk Level: low — NEONC TECHNOLOGIES HOLDINGS, INC. shows low risk based on this filing. The filing is an S-1/A amendment, which is a routine step in the IPO process and does not contain new financial performance data or significant business updates that would alter the risk profile.

Analyst Insight

Monitor for the effectiveness of the registration statement and subsequent IPO pricing and trading activity.

Key Numbers

• 2024-02-29 — Filing Date (Amendment No. 4 to Form S-1)
• 333-276124 — SEC File Number (Registration Statement)
• 24706196 — Film Number (SEC Filing)
• 1933 Act — SEC Act (Registration Statement)

Key Players & Entities

• NEONC TECHNOLOGIES HOLDINGS, INC. (company) — Registrant
• 2 Dole Drive Westlake Village, CA 91362 (location) — Registrant's Principal Executive Offices
• 92-1954864 (identifier) — I.R.S. Employer Identification No.
• 2834 (identifier) — Primary Standard Industrial Classification Code Number
• Dr. Thomas C. Chen (person) — Chief Executive Officer
• Thomas J. Poletti, Esq. (person) — Copies To
• Veronica Lah, Esq. (person) — Copies To
• Manatt, Phelps & Phillips LLP (company) — Legal Counsel

FAQ

Industry Context

The company operates within the Pharmaceutical Preparations industry (SIC 2834).

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities.

What Investors Should Do

1. Review the full S-1/A filing for any substantive amendments or disclosures.
2. Track the SEC's review process and any subsequent amendments.
3. Monitor for the declaration of effectiveness of the registration statement.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previously filed registration statement, indicating ongoing procedural steps for a public offering.

Key Financial Figures

• $12.50 — on an assumed public offering price of $12.50 per share, which is the midpoint of the
• $11.25 — l public offering price will be between $11.25 and $13.75 per share. We have applied
• $13.75 — fering price will be between $11.25 and $13.75 per share. We have applied to have ou
• $90,462 — 31, 2023 have only generated revenue of $90,462. We do not anticipate generating signif
• $14,921,065 — foreseeable future. We had net loss of $14,921,065 and $3,046,757 for the years ended Dece
• $3,046,757 — ure. We had net loss of $14,921,065 and $3,046,757 for the years ended December 31, 2023 a
• $38,709,981 — 2023, we had an accumulated deficit of $38,709,981. Market Opportunity The World Health
• $166.5 billion — et is estimated to grow at 9.4% CAGR to $166.5 billion by 2028 and the global brain tumor drug
• $4.4 billion — drug market to grow at CAGR of 9.0% to $4.4 billion by 2029. iHeathcareAnalys has reporte
• $2.3 billion — et is expected to grow at 12.7% CAGR to $2.3 billion by 2029. According to the book, Gliobla
• $1.235 billion — ing growth company if we have more than $1.235 billion in annual revenue, we have more than $7
• $700 million — on in annual revenue, we have more than $700 million in market value of our stock held by no
• $1 billion — ort on Form 10-K) or we issue more than $1 billion of non-convertible debt securities over

Filing Documents

• neonctechnologies_s1a4.htm (S-1/A) — 2319KB
• neonctechnologies_ex5-1.htm (EX-5.1) — 14KB
• neonctechnologies_ex23-2.htm (EX-23.2) — 3KB
• neonctechnologies_ex99-4.htm (EX-99.4) — 5KB
• neonctechnologies_ex107.htm (EX-FILING FEES) — 22KB
• ex5-1_001.jpg (GRAPHIC) — 10KB
• img_001.jpg (GRAPHIC) — 147KB
• img_002.jpg (GRAPHIC) — 58KB
• img_003.jpg (GRAPHIC) — 44KB
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• img_004b.jpg (GRAPHIC) — 50KB
• img_005.jpg (GRAPHIC) — 9KB
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• img_010.jpg (GRAPHIC) — 23KB
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• img_022.jpg (GRAPHIC) — 31KB
• img_023a.jpg (GRAPHIC) — 96KB
• 0001829126-24-001215.txt (&nbsp;) — 3780KB

RISK FACTORS

RISK FACTORS 12 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 78

USE OF PROCEEDS

USE OF PROCEEDS 80 DIVIDEND POLICY 82 CAPITALIZATION 83

DILUTION

DILUTION 84 MANAGEMENT&rsquo;S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 86

BUSINESS

BUSINESS 101 MANAGEMENT 152 PRINCIPAL SHAREHOLDERS 165 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 167

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 171 SHARES ELIGIBLE FOR FUTURE SALE 175

UNDERWRITING

UNDERWRITING 177 LEGAL MATTERS 184 EXPERTS 184 WHERE YOU CAN FIND ADDITIONAL INFORMATION 184 i Table of Contents Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Through and including ____, 2024 (the 25 th day after the date of this prospectus), all dealers that buy, sell or trade in our common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers&rsquo; obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. For investors outside of the United States neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States. See the section of this prospectus entitled &ldquo; Underwriting &rdquo; for additional information on these restrictions. Unless otherwise indicated, information in this prospectus concerning economic conditions, our industries and our markets is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. This information involves a number of

financial statements and related notes thereto included in this prospectus, before making an investment decision

financial statements and related notes thereto included in this prospectus, before making an investment decision. Unless otherwise indicated, all share and per share information in this prospectus has been retroactively restated to give effect to a 1.222 for-1 forward split of our outstanding shares of common stock in April 2023 and the subsequent issuance of 10,500,000 shares of our common stock to shareholders of NeOnc Technologies, Inc. in April 2023 in a share exchange. Unless the context otherwise requires, the terms &ldquo;NeOnc&rdquo;, &ldquo;Company&rdquo;, &ldquo;we&rdquo;, &ldquo;us&rdquo; and &ldquo;our&rdquo; refer to NeOnc Technologies Holdings, Inc., a Delaware corporation, and its wholly-owned subsidiary NeOnc Technologies, Inc., and &ldquo;this prospectus&rdquo; refers to the offering contemplated this prospectus. General Our company (f/k/a NAS-ONC, Inc.) was formed in 2008, devoted to developing new drugs with new delivery modes. As a clinical-stage biopharmaceutical company, we have focused on establishing treatments for intracranial malignancies, i.e., aggressive cancers located in the brain. These cancer types include primary brain cancers, such as glioblastoma, and secondary brain cancers, that have arrived through metastatic spread from other cancers throughout the body, such as melanoma or breast and lung cancer. Brain-localized malignancies are particularly difficult to treat because the blood-brain barrier prevents efficient entry of most pharmacotherapeutic agents into the brain. As a result, these patients are faced with poor prognoses and shortened average life expectancy. NeOnc is developing novel drug delivery methods to be used in combination with novel drug candidates. NeOnc has two lead products in development: NEO100 and NEO212. NEO100 is a purified form of perillyl acid (&ldquo;POH&rdquo;) which is administered to brain cancer patients via intranasal delivery. Ongoing activities for intranasal delivery of NEO100: We hav

View Full Filing

View this S-1/A filing on SEC EDGAR