NeOnc Technologies Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On December 1, 2025, NeOnc Technologies Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Saad Naja (the “Investor”) to issue and sell 111,732 shares (the “Shares”) of common stock, $0.0001 par value per share of the Company (the “Common Stock”). The per share purchase price of the Shares is $8.95, which represents the closing price of the Common Stock as reported on the Nasdaq Capital Market on November 28, 2025. The Shares were sold for approximately $1 million. The Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties.
The Company intends to use the net proceeds from the offering for working capital. The Shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.
Pursuant to the Agreement, the Company will file a resale registration statement registering the Shares no later than ten (10) days after the date of the Agreement.
The foregoing descriptions of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
| Item 7.01. | Regulation FD Disclosure. |
On December 1, 2025, the Company issued a press release announcing newly published preclinical findings from a research collaboration at the University of Southern California. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1* | Securities Purchase Agreement, dated December 1, 2025 | |
| 99.1 | Press Release, dated December 1, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Portions of the exhibit have been omitted. |
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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: December 5, 2025 | NeOnc Technologies Holdings, Inc. | ||
| By: | /s/ Amir Heshmatpour | ||
| Name: | Amir Heshmatpour | ||
| Title: | Chief Executive Officer, President and Executive Chairman | ||
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