NeOnc Technologies Holdings, Inc. Announces Private Placement of Common Stock and Warrants

Key Highlights:

• NeOnc Technologies Holdings, Inc. (Nasdaq: NTHI) has entered into a Securities Purchase Agreement with accredited investors, raising capital through the sale of common stock and warrants.
• The transaction includes the issuance of common shares and five-year warrants to purchase an equal number of shares.
• The company has made significant representations regarding its compliance with SEC regulations, financial reporting, and capitalization status.
• This placement may impact the company’s share structure, future liquidity, and could be price sensitive for current shareholders.

Details of the Transaction

On March 20, 2026, NeOnc Technologies Holdings, Inc., headquartered in Calabasas, California, filed a Form 8-K with the SEC to announce the execution of a new Securities Purchase Agreement. Under this agreement, accredited investors have agreed to purchase a yet-undisclosed number of shares of common stock, par value \$0.0001, as well as warrants to buy additional shares over a five-year period at prices to be determined under the terms of the warrants.

The company’s shares are listed on the Nasdaq Stock Market under the trading symbol “NTHI”. The transaction has not been registered under the Securities Act of 1933 and will be sold in a private placement to accredited investors only, with resale subject to registration or exemption.

Terms and Structure of the Offering

• Purchase Agreement: The agreement specifies the sale of common stock and an equal number of five-year warrants.
• Warrant Exercise Price: The warrants are exercisable at a price to be calculated as the fair market value at the time of exercise, typically the closing price on Nasdaq on the day prior to exercise.
• Capitalization Update: The company references a prior sale on January 29, 2026, where 1,475,249 shares and the same number of warrants were issued. No new capital stock has been issued since its most recent periodic report.
• Registration Rights: The company commits to file a resale registration statement with the SEC (Form S-1) promptly following its next annual report (no later than 10 days after filing its 2025 10-K). This registration statement will cover all shares and warrant shares sold in this offering, allowing investors to resell their securities on Nasdaq or other exchanges, or in private transactions.
• SEC Registration Limits: If the SEC restricts the number of shares or warrants that may be registered for resale, the company agrees to file additional registration statements as soon as permitted.
• Indemnification: The company provides customary indemnification to investors against any losses from material misstatements or omissions in the registration statement or prospectus.

Important Information for Shareholders

• Potential Dilution: The issuance of new shares and warrants will dilute the holdings of existing shareholders. The company may issue a substantial number of new shares, which could affect the market price of NTHI stock.
• Liquidity Impact: Once the resale registration statement is declared effective, investors in this private placement may freely sell their shares and warrant shares into the public market. This could result in increased trading volume and potential downward pressure on the stock price, especially if large blocks are sold.
• Material Representations: The company has made several representations to investors, including that its SEC filings are current and accurate, there are no undisclosed material adverse events, it is in compliance with Nasdaq listing requirements, and the common stock is eligible for electronic transfer through DTC.
• No Insider Information: The company affirms that no material, non-public information was shared with investors in this transaction that would restrict their ability to trade.
• Disclosure Commitment: The company commits to issue a press release and file a Form 8-K publicly disclosing all material terms of the transaction within two business days, ensuring transparency for all shareholders.

Potential Price-Sensitive Factors

• Share Issuance and Dilution: Any significant increase in the number of shares outstanding may impact share value.
• Resale Registration: The ability of new investors to quickly resell shares may create selling pressure.
• Company Representations: The company’s representations regarding its financial condition and compliance are material; any future discovery of inaccuracies could affect the share price.

Plan of Distribution

The new shares and warrant shares covered by the registration statement may be sold by the investors in various ways, including on Nasdaq, in block trades, through brokers, via options, or in privately negotiated transactions. Investors will be responsible for their own underwriting discounts and commissions but the company will pay all registration and compliance expenses.

Action Items for Shareholders

• Monitor upcoming SEC filings for the actual number of shares and warrants issued, and the effectiveness of the registration statement.
• Assess the impact of potential dilution and increased float.
• Stay alert for any further company announcements regarding its financial condition, Nasdaq compliance, or material corporate events.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their own legal, tax, and financial advisors before making investment decisions. All statements are based on company filings and are subject to change. The company’s business, financial condition, and share price may be affected by risks not fully disclosed in this article. Always refer to SEC filings for the most accurate and up-to-date information.

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