NEONC TECHNOLOGIES HOLDINGS, INC.

false 0001979414 0001979414 2026-09-08 2026-09-08 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): September 8, 2026 2026-08-18 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. Securities Purchase Agreement On September 8, 2026, NeOnc Technologies Holdings, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) relating to the registered direct offering and sale of an aggregate of 2,610,715 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 960,715 shares of Common Stock, and accompanying warrants to purchase up to an aggregate of 3,571,430 shares of Common Stock (the “Warrants” and the offering of the Shares, the Pre-Funded Warrants and the Warrants, the “Offering”) at a combined offering price of $4.20 per Share and accompanying Warrant, provided, that the combined purchase price per Pre-Funded Warrant and accompanying Warrant is identical to the purchase price per Share and accompanying Warrant, less the Pre-Funded Warrant exercise price of $0.0001 per share. The gross proceeds to the Company from the Offering will be approximately $15 million, before deducting Placement Agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds from the Offering for working capital and general corporate purposes and for the redemption of Series A Convertible Preferred Stock. The Offering is expected to close on September 10, 2026, subject to the satisfaction of customary closing conditions (the “Closing Date”). Terms of Warrants The Warrants have an exercise price of $4.20 per share of Common Stock (as adjusted from time to time in accordance with the terms thereof). The Warrants will be immediately exercisable following the issuance date, subject to certain beneficial ownership limitations, and will expire five years following the date of issuance. Terms of Pre-Funded Warrants The purchase price of each Pre-Funded Warrant and accompanying Warrant will equal the price at which each Share and accompanying Warrant are being sold in this Offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share (as adjusted from time to time in accordance with the terms thereof). The Pre-Funded Warrants will be exercisable immediately upon issuance, subject to certain beneficial ownership limitations and may be exercised at any time until all the Pre-Funded Warrants are exercised in full. The Shares, Warrants, Pre-Funded Warrants and the shares of Common Stock underlying the Warrants and the Pre-Funded Warrants (the “Warrant Shares”) were offered by the Company pursuant to a prospectus supplement dated September 8, 2026, and accompanying prospectus dated April 9, 2026, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-294845), which was declared effective by the Securities and Exchange Commission (“SEC”) on April 9, 2026. Under the terms of the Purchase Agreement, and subject to certain exceptions, the Company has agreed not to, for a period of 30 days after the Closing Date, (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or amendment or supplement thereto, other than this prospectus supplement, or filing a registration statement on Form S-8 in connection with any employee benefit plan. The Purchase Agreement includes customary representations, warranties and covenants by the Company and the Purchasers. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Additionally, the Company has agreed to provide the Purchasers with customary indemnification under the Purchase Agreement. 1 Roth Capital Partners, LLC and A.G.P/Alliance Global Partners (together, the “Placement Agents”) acted as placement agents for the Offering pursuant to a placement agency agreement (the “Placement Agency Agreement”) dated September 8, 2026, by and between the Company and the Placement Agents. Pursuant to the Placement Agency Agreement, the Company has agreed to pay the Placement Agents a cash fee equal to 7.0% of the gross proceeds received by the Company in the Offering. The Placement Agency Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Placement Agency Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. In addition, our Chief Executive Officer and Chief Medical Officer have entered into lock-up agreements (the “Lock-Up Agreements”). Under the Lock-Up Agreements, our Chief Executive Officer and Chief Medical Officer may not, directly or indirectly, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the Chief Executive Officer or Chief Medical Officer for a period of 90 days from the Closing Date. The foregoing is only a summary of the material terms of the Placement Agency Agreement and the Purchase Agreement and is qualified in its