Amendment: Director Chiang Ming-Fu (Alan) was granted 50,000 shares, disposed of 5,994 shares, exercised 117,188 in-the-money shares at a strike of $12.00 and sold $1,433,912 worth of shares (57,696 units at $24.85), increasing direct ownership by 15% to 390,216 units (SEC Form 4)
$NTHI
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEONC TECHNOLOGIES HOLDINGS, INC. [ NTHI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/28/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 03/26/2025 | A | 50,000(1) | A | $0 | 390,216 | D | |||
| Common Stock | 03/26/2025 | J(2) | 5,994 | D | $0(3) | 324,688(4) | I | By HCWG LLC | ||
| Common Stock | 03/26/2025 | X(5) | 117,188 | A | $12 | 441,876 | I | By HCWG LLC | ||
| Common Stock | 03/26/2025 | S(6) | 56,250 | D | $25 | 385,626 | I | By HCWG LLC | ||
| Common Stock | 03/26/2025 | S | 1,446 | D | $19.1299 | 384,180 | I | By HCWG LLC | ||
| Common Stock | 29,309(7) | I | By Orion Biomed Inc. | |||||||
| Common Stock | 888,148(8) | I | By NeuCen Biomedical Co. Ltd. | |||||||
| Common Stock | 488,196(9) | I | See footnote 9. | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant (right to buy) | $12 | 03/26/2025 | X | 117,188 | 03/26/2025 | (10) | Common Stock | 117,188 | $0 | 0 | I | By HCWG LLC | |||
| Explanation of Responses: |
| 1. Grant of 50,000 shares of restricted common stock (the "Shares") pursuant to Issuer's 2023 Equity Incentive Plan. The Shares vest 100% seven months after the effective date of Issuer's initial listing. |
| 2. Transfer of shares of common stock held by HCWG LLC ("HCWG") pursuant to agreement. The shares reported herein represent only Reporting Person's percentage interest in HCWG LLC. See also footnote 4. |
| 3. Not applicable. Number of shares transferred was based on a per share value of $18. |
| 4. Such shares are held by virtue of beneficial ownership of HCWG. The shares represent only Reporting Person's 37.5% interest in HCWG. |
| 5. On 3/26/2025, in conjunction with Issuer's initial listing on Nasdaq, HCWG exercised a warrant to purchase 312,500 shares of Issuer's common stock at $12 per share. HCWG paid the exercise price on a cashless basis, resulting in Issuer's withholding 150,000 of the warrant shares to pay the exercise price and issuing to HCWG the remaining 162,500 shares of common stock. Number of shares reported herein as acquired and disposed of by the Reporting Person represents Reporting Person's indirect interest in HCWG. |
| 6. In connection with HCWG's cashless exercise of the warrant described herein, Reporting Person paid his proportionate share of the exercise price on a cashless basis. Reporting Person's proportionate withholding from shares issued to HCWG totaled 56,250 warrant shares to pay the exercise price. |
| 7. Shares held by Orion Biotech Inc. ("Orion"). Orion is owned in part by Reporting Person, who disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. |
| 8. Shares held by NeuCen Biomedical Co. Ltd. ("NeuCen"). NeuCen is owned in part by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. |
| 9. Shares held by certain members of Reporting Person's family. Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein. |
| 10. Not applicable. |
| Remarks: |
| This Form 4 Amendment is being filed to clarify that the sale of shares referenced in Row 4 of Table I was to the Issuer resulting from the cashless exercise of the warrant and no monetary consideration was received by any party therefor. See footnote 6. |
| /s/ Ming-Fu (Alan) Chiang | 06/05/2025 | |
| ** 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. | ||