SEC Form SCHEDULE 13D filed by NeOnc Technologies Holdings Inc.
$NTHI
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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NEONC TECHNOLOGIES HOLDINGS, INC. (Name of Issuer) |
COMMON STOCK, par value $0.0001 per share (Title of Class of Securities) |
64051A101 (CUSIP Number) |
Dr. Thomas Chen 23975 Park Sorrento, Suite 205 Calabasas, CA, 91302 310 663 7831 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 64051A101 |
| 1 |
Name of reporting person
Amir F. Heshmatpour | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,488,499.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 275,000 shares held by Reporting Person's minor daughter, 3,714,020 shares of common stock held by AFH Holding & Advisory, LLC of which Reporting Person is the sole member, and 1,024,479 shares of common stock held by HCWG LLC of which Reporting Person holds 25% of the membership interests and is the managing member.
SCHEDULE 13D
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| CUSIP No. | 64051A101 |
| 1 |
Name of reporting person
AFH Holding & Advisory, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,714,020.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.64 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 64051A101 |
| 1 |
Name of reporting person
HCWG LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,024,479.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, par value $0.0001 per share | |
| (b) | Name of Issuer:
NEONC TECHNOLOGIES HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
23975 Park Sorrento, Suite 205, Calabasas,
CALIFORNIA
, 91302. | |
Item 1 Comment:
This Schedule 13D relates to the common stock, par value $0.0001 per share (the "Common Stock"), of NeOnc Technologies Holdings, Inc. ("Issuer" or "NeOnc"). Following the direct listing of Issuer's Common Stock on the Nasdaq Global Market, issued and outstanding Common Stock totaled 18,908,025 shares. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed on behalf of Amir. F. Heshmatpour, AFH Holding & Advisory, LLC ("AFH Holding") and HCWG LLC ("HCWG"), who are collectively referred to herein as "Reporting Persons". | |
| (b) | The address of each Reporting Person is 23975 Park Sorrento, Suite 205, Calabasas, CA 91302. | |
| (c) | Amir F. Heshmatpour is the sole member of AFH Holding and the managing member of HCWG. AFH Holding is a family office and holding company. HCWG is a Delaware limited liability company. | |
| (d) | During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Within the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Amir F. Heshmatpour is a citizen of the United States. Each of AFH Holding and HCWG is a Delaware limited liability company. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Exercise of warrant held by HCWG. See also Item 4 below. | ||
| Item 4. | Purpose of Transaction | |
In connection with Issuer's direct listing on the Nasdaq Global Market on March 26, 2025, HCWG transacted a cashless exercise of a warrant issued by the Company for 312,500 shares of common stock. The exercise price of the warrant was $12 per share and the cashless withholding of shares was executed at $25 per share resulting in withholding of 162,500 shares and acquisition of 150,000 shares of common stock in the transaction. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Item 11 of the cover page for each Reporting Person. | |
| (b) | See Items 7 and 9 of the cover page for each Reporting Person. | |
| (c) | See Item 4 above. | |
| (d) | See Item 4 above. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Not applicable. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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