NeOnc Technologies Holdings, Inc. Announces \$75 Million At-The-Market Equity Offering Agreement With BTIG and A.G.P./Alliance Global Partners

Calabasas, CA — April 10, 2026 — NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI) has entered into a significant Equity Distribution Agreement for an at-the-market (ATM) offering of up to \$75,000,000 of its common stock. The agreement is with BTIG, LLC and A.G.P./Alliance Global Partners (the “Placement Agents”). This move provides the company with the flexibility to sell shares from time to time at prevailing market prices, offering immediate access to capital as opportunities and needs arise.

Key Points of the Report

• Equity Distribution Agreement (ATM Facility): The company may sell up to \$75 million of its common stock through the Placement Agents, at market prices, on the Nasdaq Stock Market.
• Use of Proceeds: NeOnc Technologies states the net proceeds from the sale of shares will be used as specified in the related prospectus under the “Use of Proceeds” section. Investors should reference this for details, but typical uses include R&D, working capital, and general corporate purposes.
• Legal Opinions: The law firm Manatt, Phelps & Phillips, LLP has issued a legal opinion confirming that, when issued, the shares will be validly authorized, fully paid, and non-assessable.
• Listing: All shares to be sold under this agreement are to be listed on the Nasdaq, ensuring liquidity and visibility for investors.
• Corporate Governance: The company affirms compliance with Sarbanes-Oxley Act requirements and NASDAQ corporate governance standards, and confirms there have been no undisclosed material weaknesses in internal controls or financial reporting.
• Material Definitive Agreement: The agreement contains standard representations, warranties, and covenants to protect investors and ensure regulatory compliance.
• No Other Market Offerings: Except for a previous equity purchase agreement with Mast Hill Fund, L.P., the company is not party to any other ATM or continuous equity transaction agreements, limiting dilution risk from multiple concurrent offerings.
• Ongoing Disclosure: The company commits to ongoing disclosures in quarterly and annual reports regarding shares sold under this ATM program.

Price-Sensitive and Shareholder-Relevant Issues

• Potential Dilution: The issuance of up to \$75 million in new shares could result in significant dilution to existing shareholders, depending on the price and volume of shares ultimately issued.
• Flexible Capital Raise: The ATM structure empowers NeOnc Technologies to raise capital opportunistically, which may enhance the company’s financial stability and ability to execute strategic initiatives without the delays and discounts associated with traditional underwritten offerings.
• No Undisclosed Material Weaknesses: The company asserts it has no material weaknesses in internal controls, ongoing investigations, or requirements for financial restatements, which is positive for investor confidence.
• Regulatory Compliance: The company is in full compliance with all applicable SEC, Sarbanes-Oxley, and NASDAQ requirements, reducing regulatory risk.
• No Legal or Governmental Proceedings: There are no undisclosed legal or governmental proceedings that could materially impact the company.
• Potential Impact on Share Price: While the ability to raise \$75 million provides financial flexibility, the potential dilution and the actual pace and price of share sales could have a direct impact on the stock’s trading price. Investors should closely watch the company’s disclosures on the actual proceeds raised and the use of such funds.

Further Details for Investors

• Comfort Letter, Corporate Opinions, and Due Diligence: The Placement Agents are entitled to require updated comfort letters from the company’s auditors, opinions from counsel, and conduct due diligence reviews at each quarterly report or significant filing, adding further scrutiny and transparency.
• Restrictions on Other Offerings: The company will not offer or sell additional equity securities (other than pursuant to this agreement or existing commitments) without the Placement Agents’ consent, which reduces the risk of unexpected dilution.
• Ongoing Compliance and Reporting: NeOnc Technologies commits to ongoing, timely filings of all required reports with the SEC, including updates on shares sold under the ATM facility.
• No Price Manipulation: The company and its affiliates affirm that they have not, and will not, take any action to manipulate or stabilize the price of their securities, in compliance with Regulation M.
• Financial Statements Integrity: The company’s financial statements are prepared according to GAAP and have not required restatements or corrections.
• Legal Documentation: All material contracts and relationships are disclosed and properly described in company filings.

Conclusion

This \$75 million ATM facility significantly increases NeOnc Technologies Holdings, Inc.’s financial flexibility. However, shareholders should be aware of the potential for dilution and monitor the company’s use of proceeds and the pace of share issuance. The company’s commitments to transparency, regulatory compliance, and good corporate governance should provide confidence to investors, but the ultimate impact on share value will depend on management’s execution and market conditions.

Disclaimer: This news summary is for informational purposes only and does not constitute investment advice. Investors should review the official filings and consult their financial advisors prior to making investment decisions. The issuance of new shares and ATM offerings can be highly dilutive and may impact share prices. The company’s filings with the SEC should be considered the primary source of all information.

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