NeOnc Technologies Holdings, Inc. Announces \$2 Million Private Placement and Registration Rights Agreement

Key Points of the Report

• Private Placement: NeOnc Technologies Holdings, Inc. (Nasdaq: NTHI) executed a Securities Purchase Agreement dated April 20, 2026, with several investors, including 64K Capital, LLC.
• Capital Raised: The Company raised \$2,000,000 through the sale of 277,777 shares of common stock at a price of \$7.20 per share.
• Warrants Issued: Investors received warrants to purchase additional shares of common stock. Details regarding the number of shares underlying each warrant are specified in the agreement.
• Unregistered Securities: The shares and warrants issued in this transaction are unregistered and subject to resale restrictions under the Securities Act of 1933. The Company is obligated to register these securities for resale.
• Registration Rights: The Company agreed to promptly file a registration statement (Form S-3) with the SEC to register the resale of the shares and warrant shares by the investors. The registration statement will include a “Plan of Distribution” and a “Selling Stockholder” section, and the Company will bear all expenses associated with the registration, except for underwriting discounts and commissions.
• Potential Price Sensitivity: Investors are permitted to resell shares in various ways, including through national securities exchanges, over-the-counter markets, options, block trades, and broker-dealer transactions. This flexibility could increase trading volume and affect share price.
• Indemnification Provisions: The Company will indemnify investors against liabilities arising from untrue statements or omissions in the registration statement or prospectus, while investors will indemnify the Company for losses resulting from inaccurate representations they provide.
• Disclosure Requirements: The Company is required to file a Current Report on Form 8-K, disclosing all material terms of the transaction and attaching the Purchase Agreement and Warrants as exhibits. All confidentiality obligations between the Company and investors terminate upon this disclosure.
• Emerging Growth Company: The Company is identified as an emerging growth company, which may affect regulatory and reporting requirements.
• Potential Dilution: The issuance of new shares and warrants may dilute existing shareholders’ ownership and could impact the stock price.
• Trading Symbol and Market: NeOnc Technologies Holdings, Inc. trades under the symbol “NTHI” on the Nasdaq Stock Market LLC.

Important Information for Shareholders

• Private Placement Details: The \$2 million capital infusion enhances the Company’s liquidity and expands its shareholder base. However, the issuance of new shares and warrants will increase the number of shares outstanding and could dilute existing shareholders’ interests.
• Resale Registration and Potential Market Impact: The registration of shares and warrant shares for resale enables investors to sell these securities in the public market, potentially increasing trading volume and volatility. Investors can sell shares through various methods, including block trades, ordinary brokerage transactions, and short sales, which may impact the share price.
• Price Sensitive Events:
  • The successful completion of the private placement and the upcoming registration of shares for resale are material events that could influence investor sentiment and share price.
  • The flexibility for investors to sell shares using multiple methods, including short sales and block trades, opens the possibility for increased downward pressure on the stock price if many shares are sold at once.
  • Indemnification provisions and disclosure obligations ensure transparency and legal protections for both the Company and investors, which may support investor confidence.
• Potential SEC Limitations: If the SEC limits the number of shares or warrant shares that can be registered for resale, the Company has committed to promptly file additional registration statements as permitted, ensuring continued liquidity for investors.
• Investor Profile: Investors in this placement are accredited and have represented they are purchasing securities for investment, not for resale or distribution. However, after registration, resale is permitted under specified conditions.
• Regulatory Considerations: The Company will handle compliance with state “blue sky” laws for registered shares but will not qualify to do business in jurisdictions where it is not already qualified.

Potential Share Price Impact

The announcement of a \$2 million private placement, the issuance of new shares and warrants, and the registration of these securities for resale are price-sensitive events. Shareholders should be aware of the potential for increased trading volume, dilution, and market volatility once the registration statement is effective and investors begin selling shares. The flexibility afforded to investors in how they sell their shares—including block trades, short sales, and ordinary brokerage transactions—could result in downward pressure on the stock if significant volumes are sold.

Details of the Plan of Distribution

The registered shares may be sold by investors through any national securities exchange where the shares are listed, over-the-counter markets, block trades, ordinary brokerage transactions, principal sales by broker-dealers, short sales, and other methods permitted by law. Broker-dealers may receive commissions or concessions, and investors may transfer or donate shares to others, who may then act as selling shareholders. If any selling shareholder is deemed an underwriter, they must comply with applicable securities laws and regulations, including Regulation M of the Exchange Act, which may restrict their ability to engage in certain market activities.

Disclosure and Indemnification

• The Company is required to make public all material terms of the transaction via a press release or SEC filing within two business days, and all confidentiality agreements with investors will be terminated upon disclosure.
• Indemnification provisions protect both the Company and investors from legal liabilities arising from misstatements or omissions in offering documents.
• The Company will pay all registration expenses, except for underwriting discounts and selling commissions, which are borne by the selling shareholders.

Investor Information and Questionnaire

Investors are required to provide information for inclusion in the registration statement, including their legal name, address, broker-dealer status, affiliations, and relationships with the Company. They must promptly notify the Company of any material changes to this information while the registration statement remains effective.

Conclusion

This report contains several material developments for shareholders of NeOnc Technologies Holdings, Inc., including a significant capital raise, issuance of new shares and warrants, registration rights for resale, and the potential for increased market activity and volatility. Shareholders are advised to monitor upcoming SEC filings and press releases for further details and to be aware of the potential implications for share value and dilution.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Shareholders and investors should review all SEC filings and consult with their financial advisors before making investment decisions based on this information. The Company’s future performance, share price, and market conditions may be affected by the events described herein, and no assurance is given regarding future outcomes or share price movements.

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