What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-18 · 356 added, 249 removed, 327 unchanged (65% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current Assets

6 unchanged sentences

Debt issuance costs net of current portion

Deferred offering costs net of current portion

Right of use asset operating lease

1 unchanged sentence

Current Liabilities

Accounts payable

Accounts payable and accrued expenses

Accounts payable – related parties

1 unchanged sentence

Litigation settlement payable

Convertible promissory notes, net of discount

Accrued compensation

7 unchanged sentences

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized;

no shares were issued and outstanding as of June 30, 2025 and December 31, 2024

no shares were issued and outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized;

19,026,776 and 18,090,526 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

19,474,303 and 18,090,526 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating Expenses:

3 unchanged sentences

Share based compensation

License expense

Advisory fees

2 unchanged sentences

Other Income (Expense):

Interest income

Interest and other income

Amortization of debt issuance, and deferred offering costs

Other income, net

Interest expense - related parties

Loss on extinguishment of Bridge loan - related party

Loss on change in fair value of derivative liability related to sales of common stock through equity line of credit

Loss per share:

Net loss per share - basic and diluted

Weighted average number of common shares outstanding during the period - basic and diluted

average number of common stock outstanding during the period - basic and diluted

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited)

Three and Six Months Ended June 30, 2024

Three and Nine Months Ended September 30, 2024

Shareholders’

6 unchanged sentences

Balance - June 30, 2024

Three and Six Months Ended June 30, 2025

Sale of common stock, net of offering costs

Common stock issued for settlement of vendor payable

Common stock issued for note payable conversion

- September 30, 2024

See accompanying notes to the condensed consolidated financial statements.

NEONC TECHNOLOGIES HOLDINGS, INC.

Condensed Consolidated Statements of Changes in

Shareholders’ Deficit (Unaudited)

Three and Nine Months Ended September 30, 2025

Shareholders’

Balance - January 1, 2025

3 unchanged sentences

Share based compensation, as

Balance - March 31, 2025, as restated

Balance - March 31, 2025

Share based compensation

Balance - June 30, 2025

Share based compensation

Proceeds from sale of common stock pursuant to equity line of credit

( 8,615,920 )

Balance - September 30, 2025

$ ( 97,230,551 )

$ ( 11,814,270 )

See accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

2 unchanged sentences

Accretion of original issue discount on bridge loans - related party

Accretion of original issue discount on convertible promissory note

Write off deferred issuance costs

1 unchanged sentence

Loss on extinguishment of bridge loan

Loss on change in fair value of derivative liability

Amortization of debt issuance costs and deferred offering costs

5 unchanged sentences

Accrued advisory fee

Accounts payable and accounts payable - related parties

Accounts payable

and accounts payable - related parties and accrued expenses

Net cash used in operating activities

4 unchanged sentences

Deferred offering costs

Proceeds from sale of common stock pursuant to equity purchase agreement

Proceeds from convertible notes payable

Net cash provided by financing activities

5 unchanged sentences

Right of use asset, at lease commencement

Share issued in connection with advisory services

Reclassified of deferred offering costs to APIC at the completion of the offering

18 unchanged sentences

The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

At June 30, 2025, the Company had cash totaling $ 125,039 .

For the three and six months ended June 30, 2025, the Company incurred a net loss of $ 5,680,170 and $ 38,006,186 , respectively, and has an accumulated deficit of $ 88,614,631 at June 30, 2025.

At September 30, 2025, the Company had cash totaling $ 1,513,224 .

For the three and nine months ended September 30, 2025, the Company incurred a net loss of $ 8,615,920 and $ 46,622,106 , respectively, and has an accumulated deficit of $ 97,230,551 at September 30, 2025.

The Company has financed its working capital requirements to date primarily through the sale of common stock, shareholder loans and related party bridge loans.

10 unchanged sentences

There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost with appropriate performance characteristics or that such products will be successfully marketed, if at all.

Note 2 – Restatement of

Previously Issued Financial Statements

The Company has restated the previously issued

unaudited consolidated financial statements as of and for the quarter ended March 31, 2025 (the “Restatement”).

The Restatement

corrects an error for an overstatement of amortization of stock based compensation during the three months ended March 31, 2025.

As previously

reported in the Company’s Current Report on Form 8-K filed on August 18, 2025, the management of the Company, after discussions

with and among the Audit Committee of the Board of Directors concluded that the Company’s unaudited consolidated financial statements

as of and for quarter ended March 31, 2025 should no longer be relied upon and should be restated.

The following table presents the impact

of the Restatement on the Condensed Consolidated Balance Sheet (Unaudited), Condensed Consolidated Statement of Operations

(Unaudited), Condensed Consolidated Statement of Cashflows (Unaudited), and the notes to the financial statement as of and for the three

months ended March 31, 2025:

Schedule of financial statement

As of or For the

Three Months Ended

March 31, 2025

Condensed Balance Sheet

Additional Paid In Capital

Accumulated Deficit (b)

( 88,610,432 )

( 5,675,971 )

( 82,934,461 )

Condensed Statement of Operations

Share based Compensation (b)(c)

Total Operating Expense

Loss from operations

( 37,576,813 )

( 5,675,971 )

( 31,900,842 )

Net loss (a)(b)

( 38,001,987 )

( 5,675,971 )

( 32,326,016 )

Net loss per share

Condensed Statement of Cashflows

( 38,001,987 )

( 5,675,971 )

( 32,326,016 )

Share based compensation adjustment

Notes to the Condensed Consolidated Financial Statement

Note 8 - Stock-Based Compensation

Fair value of RSUs at respective

( 5,839,992 )

Unamortized portion

Remaining term

Catch up amortization as of the listing date

( 5,608,537 )

(a) Also restated as presented in Note 1 to the condensed consolidated

financial statements for the three months ended March 31, 2025

(b) Also restated as presented in Note 7 to the condensed consolidated

financial statements for the three months ended March 31, 2025

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of presentation

The unaudited condensed consolidated financial statements contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).

The information as of June 30, 2025, and for the three and six months ended June 30, 2025, is unaudited, whereas the consolidated balance sheet as of December 31, 2024, is derived from the Company’s audited condensed consolidated financial statements as of that date.

These condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the audited financial statements for the year ended December 31, 2024, included on Form S-1, filed with the SEC on February 26, 2025.

The unaudited condensed consolidated financial statements

contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the

Certain information and note disclosures normally included in annual financial statements prepared in accordance

with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company

believes that the disclosures made are adequate to make the information not misleading.

Accordingly, the condensed consolidated financial

statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the

results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States

The information as of September 30, 2025, and for the three and nine months ended September 30, 2025,

is unaudited, whereas the consolidated balance sheet as of December 31, 2024, is derived from the Company’s audited condensed

consolidated financial statements as of that date.

These condensed consolidated financial statements and notes hereto should be read

in conjunction with the consolidated financial statements and notes thereto included in the audited financial statements for the year

ended December 31, 2024, included on Form S-1, filed with the SEC on February 26, 2025.

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year.

9 unchanged sentences

For the statements of cash flows, the Company considers all short-term investments purchased with a maturity of three months or less to be cash equivalents.

At June 30, 2025 and December 31, 2024, the Company has money market funds in the amount of approximately $ 80,000 and $ 25,000 , respectively.

At September 30, 2025 and December 31, 2024, the Company has money market funds in the amount of approximately $ 12,000 and $ 25,000 , respectively.

Deferred offering costs

2 unchanged sentences

These costs have been capitalized and were recognized in equity upon the completion of the securities offering.

At June 30, 2025, deferred offering costs consist of the fair value of shares issued in conjunction with the issuance of an equity purchase agreement.

At September 30, 2025, deferred offering costs consist of the fair value of shares issued in conjunction with the issuance of an equity purchase agreement.

These costs have been capitalized and are being amortized over the term of the availability of the equity purchase agreement (Note 6).

41 unchanged sentences

Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement.

The Company recognized point-in-time revenue of $ 0 and $ 39,990 for the three and six months ended June 30, 2025, and $ 20,000 and $ 63,000 for the three and six months ended June 30, 2024, respectively, for the sale/license of technology where the Company has no further performance obligations.

Company recognized point-in-time revenue of $ 0

for the three and nine months ended September 30, 2025, and $ 0

for the three and nine months ended September 30, 2024, respectively, for the right to try its technology in compassion use

cases where the Company has no further performance obligations.

Research and development

4 unchanged sentences

Share-based compensation

The Company has granted stock options and common shares to employees, non-employee consultants and non-employee members of our Board of Directors.

The Company measures the compensation cost associated with all share-based payments based on the grant date fair values.

Compensation costs associated with grants of common shares are measured at fair value at the date of grant, which has historically been the most recent price paid by investors to purchase shares of the Company’s common stock prior to such grant.

The Company recognizes share-based compensation expense over the requisite service period of each award, which generally equals the vesting period, using the straight-line method for awards that contain only service conditions.

The Company has granted stock options and common

stock to employees, non-employee consultants and non-employee members of our Board of Directors.

The Company measures the compensation

cost associated with all share-based payments based on the grant date fair values.

Compensation costs associated with grants of common

stock are measured at fair value at the date of grant, which has historically been the most recent price paid by investors to purchase

shares of the Company’s common stock prior to such grant.

The Company recognizes share-based compensation expense over the requisite

service period of each award, which generally equals the vesting period, using the straight-line method for awards that contain only

service conditions.

If the stock grant is contingent upon events that have not yet happened, then the grant is not considered issued.

If an award holder leaves the company prior to vesting, and adjustment of the compensation expense will be made to reflect only those awards that vested.

If an award holder leaves the company prior to vesting, and adjustment of the compensation expense will be made to reflect only those

awards that vested.

The Company recognizes the stock-based compensation expense for the restricted stock units (“RSU”) based upon the fair value of the common stock at the date of the grant.

5 unchanged sentences

Net loss per share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.

Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares outstanding during the period.

For periods in which the Company reports a net loss, the diluted net loss per share is the same as basic net loss per share.

For the six months ended June 30, 2025 there are potentially dilutive securities outstanding of 3,010,000 potentially dilutive restricted stock units which are not included in the diluted net loss per share calculation since their effect is anti-dilutive.

For the six months ended June 30, 2024, respectively, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units.

Basic net loss per share is computed by dividing

net loss available to common stockholders by the weighted average number of common stock outstanding during the period.

Diluted net loss

per share is computed by dividing net loss by the sum of the weighted average number of common stock outstanding during the period.

periods in which the Company reports a net loss, the diluted net loss per share is the same as basic net loss per share.

For the nine months ended September 30, 2025 there are potentially dilutive securities outstanding of 3,010,000 potentially dilutive restricted stock units which are not included in the diluted net loss per share calculation since their effect is anti-dilutive.

For the nine months ended September 30, 2024, respectively, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units.

The Company recognizes federal, state, and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year.

For the periods ended June 30, 2025 and 2024, there is no current tax provision due to losses generated.

For the periods ended September 30, 2025 and 2024, there is no current tax provision due to losses generated.

The Company also recognizes federal and state deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company evaluates deferred income taxes quarterly to determine if valuation allowances are required by considering available evidence.

If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, the Company could be required to increase its valuation allowance against its deferred tax assets which could result in an increase in the Company’s effective tax rate and an adverse impact on operating results.

The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets.

The difference between the statutory and effective rates for the three and six months ended June 30, 2025 and 2024 is a result of the Company applying a full valuation allowance against any deferred tax assets as a result of net operating losses due to uncertainties surrounding the usability of such net operating losses.

The ability to utilize such net operating loss carry forwards may be limited due to possible changes in ownership as defined under Internal Revenue Code section 382.

Deferred tax assets are reduced by valuation allowances

if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will

not be realized.

The Company evaluates deferred income taxes quarterly to determine if valuation allowances are required by considering

available evidence.

If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is

a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or

deductible, the Company could be required to increase its valuation allowance against its deferred tax assets which could result in an

increase in the Company’s effective tax rate and an adverse impact on operating results.

The Company will continue to evaluate

the necessity of the valuation allowance based on the remaining deferred tax assets.

The difference between the statutory and effective

rates for the three and nine months ended September 30, 2025 and 2024 is a result of the Company applying a full valuation allowance

against any deferred tax assets as a result of net operating losses due to uncertainties surrounding the usability of such net operating

The ability to utilize such net operating loss carry forwards may be limited due to possible changes in ownership as defined

under Internal Revenue Code section 382.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions.

7 unchanged sentences

The standard has been adopted for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements.

Reclassifications

Certain reclassifications of previously reported amounts have been

made to conform to the current year presentation.

Such reclassifications did not impact net income as previously reported.

3 – Related p arty

8 unchanged sentences

The remaining balance of $ 8,828,565 is payable in 12 equal monthly installments commencing in April 2025.

As of June 30, 2025, the remaining outstanding accrued advisory fee totaled $ 5,882,710 recorded on the condensed consolidated balance within accrued advisory fee – related party.

As of September 30, 2025, the remaining outstanding accrued advisory fee totaled $ 3,675,569 recorded on the condensed consolidated balance within accrued advisory fee – related party.

In addition, the Company agreed to retain AFH as an exclusive advisor to the Company on all financing and mergers and acquisitions for a period of two (2) years from the closing of the private securities offering.

4 unchanged sentences

The Company also utilizes laboratory and patent maintenance services from USC.

The Company incurred $ 82,225 and $ 184,449 and $ 191,239 and $ 283,473 related to such services for the three and six months ended June 30, 2025 and 2024, respectively, of which $ 82,225 , $ 164,449 and $ 191,239 and $ 263,473 are recorded within research and development expenses and $ 0 , $ 20,000 and $ 0 and 20,000 are recorded within general administrative expenses on the condensed consolidated statements of operations.

At June 30, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $ 499,225 and $ 272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets.

The Company incurred $ 382 and $ 184,449 and $ 98,543 and $ 382,858 related to such services for the three and nine months ended September 30, 2025 and 2024, respectively, of which $ 382 , $ 164,449 and $ 98,543 and $ 362,858 are recorded within research and development expenses and $ 0 , $ 20,000 and $ 0 and $ 20,000 are recorded within general administrative expenses on the condensed consolidated statements of operations.

At September 30, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $ 499,607 and $ 272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets.

Accrued compensation

The amount accrued for the management team, including related payroll taxes, was $ 255,105 and $ 734,874 as June 30, 2025 and December 31, 2024, respectively.

The amount accrued for the management team, including related payroll taxes, was $ 255,099 and $ 734,874 as September 30, 2025 and December 31, 2024, respectively.

Note 4 – Related Party Loans Payable

2 unchanged sentences

The outstanding amounts under this Bridge Loan were payable at the earlier of the date the Company completes an IPO or December 4, 2024 (the “Maturity Date”).

Through March 31, 2024, the Company had received under the Bridge Loan an aggregate of $ 7,116,335 .

The OID was recognized ratably over the term of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier, at which point the accretion is accelerated.

Accretion of the OID for the three months ended March 31, 2024, amounted to $ 1,387,493 , which is included in interest expense in the accompanying consolidated statement of operations.

Summary of the bridge loan activity for the three and six months ended June 30, 2024 is as follows:

Schedule of debt

Three Months Ended

Bridge loan carrying value

Balance March 31, 2024

Balance June 30, 2024

Conversion to common stock

Principal outstanding at June 30, 2024

Six Months Ended

On June 14, 2024, the Company reached an

agreement with HCWG LLC to convert the outstanding principal and interest on the Bridge Loan into 979,039 shares of common stock.

a result of this conversion, the Bridge Loan was terminated and is no longer available to the Company for borrowing.

The Company has

a receivable due from HCWG LLC totaling $ 138,247 which is recorded within prepaid expenses and other on the condensed consolidated balance

sheet at September 30, 2025 and December 31, 2024, respectively.

June 30, 2024, the Company had received under the Bridge Loan an aggregate of $ 7,116,335 .

The OID was recognized ratably over the term of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier,

at which point the accretion is accelerated.

Accretion of the OID for nine months ended September 30, 2024, amounted to $ 1,387,493 ,

which is included in interest expense in the accompanying condensed consolidated statement of operations.

Schedule of convertible

Bridge loan – carrying value

Balance – January 1, 2024

Balance – June 30, 2024

Conversion to common stock

Principal outstanding at June 30, 2024

On June 14, 2024, the Company reached an agreement with HCWG LLC to convert the outstanding principal and interest on the Bridge Loan into 979,039 shares of common stock.

As a result of this conversion, the Bridge Loan was terminated and is no longer available to the Company for borrowing.

The Company has a receivable due from HCWG LLC totaling $ 148,705 which is recorded within prepaid expenses and other on the condensed consolidated balance sheet at June 30, 2025 and December 31, 2024, respectively.

Total principal outstanding before conversion

Conversion to common stock (June, 14, 2024)

Principal outstanding December 31, 2024

Advances from Executive Chairman

2 unchanged sentences

On March 10, 2025, the advance and 1x interest was repaid.

Interest expense in the amount of $ 300,000 is included in the condensed consolidated statement of operations as interest expense – related parties for the six months ended June 30, 2025.

Interest expense in the amount of $ 300,000 is included in the condensed consolidated statement of operations as interest expense – related parties for the nine months ended September 30, 2025.

NOTE 5 Convertible

On July 16 and July 18, 2025, the Company entered

into a series of convertible promissory notes with a group of investors for the aggregate purchase price of $ 4,000,000 (the “Notes”).

The Notes are payable three months after origination for a total amount of $ 5 million (20% OID).

The Company may extend the payment date

for up to three additional one-month periods with the OID on the Notes increasing to 25%, 30% and 35% with respect to any such monthly

Further, upon the occurrence of an Event of Default, as that term is defined in the Notes, the Notes shall be convertible

at the option of the holders into shares of the Common stock of the Company at a price equal to 80% of the lowest closing sale price of

the Company’s common stock as reported on the Nasdaq Global Market on any trading day during the five (5) trading days prior to

the respective conversion date.

The Company also recorded debt issuance cost of $ 320,000 to be amortized as interest expense over

the term of the loan using the straight-line method.

In accordance with ASU 2020-06, the Company accounts

for the convertible notes as a single liability instrument.

The notes are recorded at amortized cost, and interest expense is recognized

using the effective interest method.

The effective interest rate on the notes is approximately 7.72% per annum, which reflects the amortization

of issuance costs and original issuance discount.

Through September 30, 2025, interest expense of

$ 1,020,794 was recognized from the accretion of OID and accretion of the debt issuance cost.

Subsequent to September 30, 2025, the Company

exercised the first of three available extensions on the convertible promissory notes.

The notes are now set to mature on November 16,

The following table summarizes the Company’s

outstanding Notes as of September 30, 2025:

Schedule of convertible

Nine Months Ended

September 30,

Purchase price of convertible promissory notes

unamortized original issuance discount

unamortized debt issuance cost

Net convertible promissory note

Note 6 – Leases

4 unchanged sentences

As of December 31, 2024, the consolidated balance sheet reflects a right-of-use asset of $ 23,526 and a lease liability of $ 24,722 .

The lease liability was computed using an interest rate of 13.49 % and as of December 31, 2024, the lease has a remaining life of one month.

The lease liability was computed using an interest rate of 13.49 % .

In April 2025, the Company entered into a 63 month lease for office space which calls for a monthly base rent of $ 6,778 , increasing at approximately 3 % per annum.

The lease liability was computed using an interest rate of 3.72 % and as of June 30, 2025 the lease has a remaining 61 months.

The lease liability was computed using an interest rate of 3.72 % and as of September 30, 2025 the lease has a remaining 58 months.

In calculating the present value of future lease payments, the Company utilized its incremental borrowing rate based on the lease term.

The Company’s net lease non-lease components (e.g., standard area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and, therefore, are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred.

At June 30, 2025 the consolidated balance sheet reflects a right-of-use asset of $ 397,817 and a lease liability of $ 395,512 .

The Company recorded lease expense of $ 15,581 and $ 56,325 during the three months ended June 30, 2025 and 2024, respectively, and $ 40,303 and $ 111,793 during the six months ended June 30, 2025, and 2024, respectively, within general and administrative expenses on the consolidated statements of operations.

Cash paid for amounts included in the measurement of lease liability was $ 13,557 and $ 75,000 and $ 38,557 and $ 125,000 , respectively, during the three and six months ended June 30, 2025, and 2024, respectively.

The following are the expected maturities of lease liabilities for operating leases as of June 30, 2025:

At September 30, 2025 the consolidated balance sheet reflects a right-of-use asset of $ 379,509 and a lease liability of $378,741 .

The Company recorded lease expense of $ 21,781

and $ 102,704

during the three months ended September 30, 2025 and 2024, respectively, and $ 43,743

and $ 214,497 during

the nine months ended September 30, 2025, and 2024, respectively, within general and administrative expenses on the condensed

consolidated statements of operations.

Cash paid for amounts included in the measurement of lease liability was $ 20,335

and $ 125,000

and $ 200,000 ,

respectively, during the three and nine months ended September 30, 2025, and 2024, respectively.

The following are the expected maturities of lease liabilities for operating leases as of September 30, 2025:

Schedule of lease liabilities for operating leases

Twelve Months Ended December 31,

Months Ended December 31,

2025 (three months)

Present value of lease liability

2 unchanged sentences

Note 7 – Common and Preferred Stock

The total number of shares of common stock available for issue by NTHI is 100,000,000 shares of common stock at $ 0.0001 par value per share and the total number of shares of preferred stock is 10,000,000 at a par value of $ 0.0001 .

As of June 30, 2025, no preferred shares have been issued.

The board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware , to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereof.

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

During the six months ended June 30, 2025, the Company sold 727,750 shares of common stock at a price of $ 16 per share for gross proceeds of $ 11,644,005 pursuant to a private placement of its securities, issued 46,000 shares as part of advisory services related to the listing and as part of the private placement fee for our equity line of credit, 162,500 shares were issued for the cashless exercise of warrants, and the release of 3,310,000 shares for restricted stock units.

The net proceeds from the sale of common stock, were calculated as follows:

Schedule of proceeds from the sale of common stock

Gross proceeds from sale of common stock

Reclassification of deferred offering costs to APIC at the completion of the offering

Net proceeds from the sale of common stock

NTHI is authorized to issue 100,000,000

shares of common stock, par value $ 0.0001

per share and 10,000,000

shares of preferred stock, par value $ 0.0001

As of September 30, 2025, no

preferred shares have been issued.

The board of directors is authorized, subject to any limitations prescribed by law, to provide

for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of

the State of Delaware , to establish from time to time the number of shares to be included in each such series, and to fix the

designation, powers, preferences, and rights of the shares of each wholly unissued series and any qualifications, limitations or

restrictions thereof.

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of

shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the

holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any

Preferred Stock Designation.

the nine months ended September 30, 2025, the Company sold 727,750

shares of common stock at a price of $ 16.00

per share for gross proceeds of $ 11,644,005

pursuant to a private placement of its securities, issued 46,000

shares as part of advisory services related to the listing and as part of the private placement fee for our equity line of credit,

162,500 shares were issued for the cashless exercise of warrants, and issued 447,527 shares from the sale of shares under the equity

line of credit, and the release of 3,310,000

shares for restricted stock units.

Private Placement

10 unchanged sentences

In connection with the agreement, the Company paid $ 300,000 in placement agent fees to Broker for securing $2,500,000 in commitments for the Private Placement.

This fee was paid when the funds were released from escrow and recorded as a reduction to additional paid-in capital on the condensed consolidated statement of shareholders’ deficit as of June 30, 2025.

Advisory Services

On October 3, 2024, as amended on January 23, 2025, the Company entered into an agreement with Broker, for financial advisory and investment banking services in connection with a direct listing of the Company’s common stock on the Nasdaq Global Market or other major US market.

The agreement provides for a one-time fee of $250,000 payable three days after the direct listing and the issuance of 30,000 shares of common stock (which are restricted until the shares are registered by filing a resale S-1 within 30 days after the effective date of the direct listing).

In addition, the Company agreed to pay up to $ 100,000 for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third-party electronic road show service.

Such fees were included in accounts payable and deferred offering costs in the accompanying consolidated balance sheets as of December 31, 2024.

The fair value of the 30,000 shares issued in March 2025, amounting to $ 363,300 , was determined using the closing day price of $ 12.11 .

This amount was recorded as an advisory fee on the condensed consolidated statement of operations.

The agreement expired on January 3, 2025 and was amended and restated on January 23, 2025 to extend the term for another six months through July 23, 2025.

No additional fees are expected under this agreement.

Deferred Offering Costs

October 3, 2024, as amended on January 23, 2025, the Company entered into an agreement with Broker, for financial advisory

and investment banking services in connection with a direct listing of the Company’s common stock on the Nasdaq Global Market

or other major US market.

The agreement provides for a one-time fee of $250,000 payable three days after the direct listing and the

issuance of 30,000 shares of common stock (which are restricted until the shares are registered by filing a resale S-1 within 30

days after the effective date of the direct listing).

In addition, the Company agreed to pay up to $ 100,000

for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third-party

electronic road show service.

Such fees were included in accounts payable and deferred offering costs in the accompanying

consolidated balance sheets as of December 31, 2024.

The fair value of the 30,000

shares issued in March 2025, amounting to $ 363,300 ,

was determined using the closing day price of $ 12.11 .

This amount was recorded as an advisory fee on the condensed consolidated statement of operations for the nine months ended

September 30, 2025.

The agreement expired on January 3, 2025 and was amended and restated on January 23, 2025 to

extend the term for another six months through July 23, 2025.

This agreement expired in July 2025.

Offering Costs Direct Listing

Deferred offering costs relating to the Private Placement and direct listing at December 31, 2024 totaled $ 1,071,947 .

At June 30, 2025, this amount plus $ 0 and $ 319,633 incurred in the three and six months ended June 30, 2025, respectively was reclassified against the common stock issued in the condensed consolidated statement of changes in shareholder’s deficit.

At September 30, 2025, this amount plus $ 0 and $ 319,633 incurred in the three and nine months ended September 30, 2025, respectively was reclassified against the common stock issued in the condensed consolidated statement of changes in shareholder’s deficit.

Equity Purchase Agreement

On October 22, 2024, we entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Mast Hill Fund, LP (“Mast Hill”) pursuant to which the Company may sell and issue to Mast Hill, and the investor may purchase from the Company, up to $50,000,000 of Company’s common shares.

Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct Mast Hill, by its delivery to the Mast Hill of a Put Notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $50,000 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 150% of the average trading volume of the Company’s common stock during the five trading days immediately preceding the Put Date.

The Company could draw down any funds under the Equity Purchase Agreement until the Company has an effective registration statement.

The actual amount of proceeds we receive pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by the applicable purchase price.

The purchase price for each of the Put Shares equals 95% of the Market Price, (as defined below) less the Clearing Costs (as defined below).

Market Price is the lowest volume weighted average prices of the Company’s common shares on its principal market on any trading day during the Valuation Period (as defined below).

The Valuation Period is the five trading days immediately following the date on which Mast Hill receives the Put Shares in its brokerage account.

Clearing Costs are all the fees incurred by Mast Hill with respect to its brokerage firm, clearing firm, Company transfer agent fees, and attorney fees, with respect to the Put Shares.

The term of the Equity Purchase Agreement will commence on the effective date of the direct listing and will terminate on the earlier of i) the date on which the Mast Hill shall have purchased Put Shares equal to the $50,000,000, (ii) twenty-four (24) months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to Mast Hill, (iv) this Registration Statement is no longer effective after the initial effective date of this Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a receiver, trustee, assignee, liquidator or similar official is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

As of June 30, 2025, nothing has been transacted under this agreement.

On October 22, 2024, the Company entered

into an equity purchase agreement (the “Equity Purchase Agreement”) with Mast Hill Fund, LP (“Mast Hill”) pursuant

to which the Company may sell and issue to Mast Hill, and the investor may purchase from the Company, up to $50,000,000 of Company’s

common stock.

Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct Mast Hill, by its delivery

to the Mast Hill of a Put Notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $50,000 and (ii) in a

maximum amount up to the lesser of (a) $750,000 or (b) 150% of the average trading volume of the Company’s common stock during the

five trading days immediately preceding the Put Date.

The actual amount of proceeds the Company receives

pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by the applicable

purchase price.

The purchase price for each of the Put Shares equals 95% of the Market Price, (as defined below) less the Clearing Costs

(as defined below).

Market Price is the lowest volume weighted average prices of the Company’s common stock on its principal market

on any trading day during the Valuation Period (as defined below).

The Valuation Period is the five trading days immediately following

the date on which Mast Hill receives the Put Shares in its brokerage account.

Clearing Costs are all the fees incurred by Mast Hill with

respect to its brokerage firm, clearing firm, Company transfer agent fees, and attorney fees, with respect to the Put Shares.

The term of the Equity Purchase Agreement

commenced on the effective date of the direct listing and will terminate on the earlier of (i) the date on which the Mast Hill shall

have purchased Put Shares equal to the $50,000,000, (ii) twenty-four (24) months after the date of the Equity Purchase Agreement,

(iii) written notice of termination by the Company to Mast Hill, (iv) this Registration Statement is no longer effective after the

initial effective date of this Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy

Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a receiver, trustee, assignee,

liquidator or similar official is appointed for the Company or for all or substantially all of its property or the Company makes a

general assignment for the benefit of its creditors.

For the three and nine months ended September 30, 2025, the Company sold

447,527 shares of common stock at $ 3.73 $ 9.53 per share under the Equity Purchase Agreement, resulting in net proceeds of

Since the shares were purchased at a discount as a result of the five-day settlement period, the settlement feature is

considered a derivative liability.

The fair value of the derivative approximates the loss on the settlement of such shares or

$ 380,162 which was recognized in the condensed consolidated statement of operations for the three and nine months ended September

In connection with this agreement, we issued 16,000 shares of common stock to Mast Hill.

1 unchanged sentence

Such amount net of amortization was recorded as deferred offering cost on the condensed consolidated balance sheet as of March 31, 2025.

For the three and six months ended June 30, 2025, the Company reported $ 48,440 and $ 70,238 , respectively as amortization expense in the condensed consolidated statement of operations, and the remaining deferred offering costs of $ 123,520 at June 30, 2025 are to be amortized over the remaining term of the Equity Purchase Agreement.

Investment agreement

In July 2025, the Company sold 132,342 shares of common stock at $3.73 per share for gross proceeds of approximately $493,000 pursuant to Equity Purchase Agreement with Mast Hill

Note 8 – Segment Reporting

The company manages our business activities on a consolidated basis and operates as a single operating segment:

Biotechnology.

The accounting policies of the Biotechnology segment are the same as those described in Note 1 – Summary of Significant Accounting Policies.

Our Chief Operating Decision Maker (“CODM”) is our President and Chief Executive Officer, Dr.

The CODM uses net loss, as reported on our condensed consolidated statement of operations, in evaluating the performance of the biotechnology segment and determining how to allocate resources of the Company as a whole, including investing in our research and development programs and acquisition/licensing strategy.

The CODM does not review assets in evaluating the results of the biotechnology segment, and therefore, such information is not presented.

The following supplemental information breaks down the research and development costs for the three and six months ended June 30, 2025 and 2024, respectively.

of segment reporting

Six Months Ended

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee Expenses

Debt issuance and deferred offering costs amortization

Investor relations

Share based compensation

Other general and administrative expense

Interest expense - related parties’ loans

Loss on extinguishment of Bridge loan - related party

Interest income

Three Months Ended

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee Expenses

Debt issuance and deferred offering costs amortization

Investor relations

Share based compensation

Other general and administrative expense

Interest expense - related parties’ loans

Interest income

For the three and nine months ended September 30, 2025, the Company reported $ 24,220 and $ 94,458 , respectively as amortization expense in the condensed consolidated statement of operations, and the remaining deferred offering costs of $ 99,302 at September 30, 2025 are to be amortized over the remaining term of the Equity Purchase Agreement.

Note 8 – Stock-Based Compensation

3 unchanged sentences

Of the total RSUs granted (tranche 1) 1,686,667 vest 100% seven months from the date that the Company lists on a national exchange, (tranche 2) 466,667 will vest in equal monthly instalments over a one (1) year period commencing on the eighth month from the effective date of the listing on a national exchange and (tranche 3) 486,666 are performance-based, the vesting of which will be predicated on certain financial and operational performance metrics being met after the effective date of the listing on a national exchange as set forth the grant agreements.

Since tranche 3 is performance based, it is not yet probable that all of the performance vesting conditions will be met and as such no expense has been recognized for tranche 3 as of June 30, 2025.

Since tranche 3 is performance based, it is not yet probable that all of the performance vesting conditions will be met and as such no expense has been recognized for tranche 3 as of September 30, 2025.

On October 23, 2024, 200,000 RSUs were granted to each of the CEO and the Executive Chairman, for a total of 400,000 , and 100,000 granted to two members of the Board of Directors were canceled.

4 unchanged sentences

On March 26, 2025, the listing occurred, satisfying the contingency required for vesting to begin and defining the service period.

On June 1, 2025, 300,000 RSUs were forfeited resulting in a reversal of $ 1,329,062 of shared based compensation during the six months ended June 30, 2025.

On June 1, 2025, 300,000 RSUs were forfeited resulting in a reversal of $ 1,329,062 of shared based compensation during the nine months ended September 30, 2025.

On June 5, 2025, 200,000 RSUs were granted to the one board member.

3 unchanged sentences

Date or the quoted market value for the RSU’s granted after the Listing Date.

For the six months ended June 30, 2025, the company

For the nine months ended September 30, 2025, the company

recognized $ 25,964,096 .

As of June 30, 2025, there was unamortized stock-based compensation of approximately $ 9,171,324 which the Company expects to recognize over approximately 7 years.

As of September 30, 2025, there was unamortized stock-based compensation of approximately $ 9,270,400 which the Company expects to recognize over approximately 6.75 years.

The activity related to RSUs is summarized as follows:

3 unchanged sentences

December 31, 2024

Granted during six months ended June 30, 2025

Balance at June 30, 2025

Released RSUs for six months ended June 30, 2025

As of June 30, 2025, an aggregate of 3,010,000 RSU’s were granted, and 1,754,500 RSU’s remain unissued in the 2023 Plan.

Granted during nine months ended September 30, 2025

Balance at September 30, 2025

Released RSUs for nine months ended September 30, 2025

As of September 30, 2025, 1,754,500 RSU’s remain unissued in the 2023 Plan.

Note 9 – Commitments and Contingencies

6 unchanged sentences

No amounts have been borrowed under the facility through

June 30, 2025.

September 30, 2025.

In connection with the agreement, the Company issued HCWG five-year warrants to purchase up to 312,500 shares of our common stock at an exercise price of $ 12.00 per share.

2 unchanged sentences

In March 2025, 162,500 warrants were exercised in a cashless exercise, resulting in the issuance of 162,500 shares of common stock.

At June 30, 2025, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

At September 30, 2025, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

The fair value of the warrants on the grant date was determined using the Black-Scholes valuation model, with the following key assumptions:

3 unchanged sentences

The fair value of warrants at inception was $ 2,015,413 , which was recorded as additional paid-in capital on the condensed consolidated statement of changes stockholders’ deficit for the year ended December 31, 2024, and as debt issuance costs on the balance sheet.

The debt issuance costs are being amortized over the term of the line of credit and amounted to $ 167,951 and $ 335,903 for the three and six months ended June 30, 2025.

At June 30, 2025 and December 31, 2024, unamortized debt issuance costs total $ 1,534,413 and $ 1,870,316 , respectively, which will be amortized over the remaining 19 months of the facility.

The debt issuance costs are being amortized over the term of the line of credit and amounted to $ 167,951 and $ 503,853 for the three and nine months ended September 30, 2025.

At September 30, 2025 and December 31, 2024, unamortized debt issuance costs total $ 1,366,458 and $ 1,870,316 , respectively, which will be amortized over the remaining 13 months of the facility.

From time to time, the Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business which could result in a material adverse effect on the Company’s combined financial position, results of operations or cash flows.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.

As of June 30, 2025 and December 31, 2024, the Company had no liabilities recorded for loss contingencies, except as below.

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that liability has been incurred, and the amount of the assessment can be reasonably estimated.

As of September 30, 2025 and December 31, 2024, the Company had no liabilities recorded for loss contingencies, except as below.

License Agreement - Orient EuroPharma Co., Ltd.

4 unchanged sentences

On February 15, 2024, OEP and the Company entered into a settlement agreement whereas the Company and OEP terminated the Agreement in exchange for a payment in the amount of $ 4,000,000 payable by the Company to OEP within ten days of the date the Company completes its initial public offering.

The Company has a litigation settlement payable of $ 4,000,000 in the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively.

The Company has a litigation settlement payable of $ 4,000,000 in the accompanying condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.

As of the date of this filing, the Company has not paid the litigation settlement amount.

2 unchanged sentences

This matter was settled on October 16, 2023, and the Company agreed to pay the vendor $ 600,000 within 5 business days of the close of the date that the Company completes an IPO or March 31, 2024, whichever occurs first.

The Company has a litigation settlement payable in the accompanying condensed consolidated balance sheet at June 30, 2025 and December 31, 2024.

The Company has a litigation settlement payable in the accompanying condensed consolidated balance sheet at September 30, 2025 and December 31, 2024.

As of the date of this filing, the Company has not paid the litigation settlement amount.

On March 31, 2024, a vendor agreed to extend the payment until May 15, 2024 for payment of an additional $25,000, payable on demand.

On July 25, 2024, the arbitrator granted the implementation of interest at the statutory rate on the unpaid balance commencing May 15, 2024 until paid, therefore an additional $ 48,750 and $ 56,250 of interest expense is recognized in the accompanying condensed consolidated statement of operations during the three and six months ended June 30, 2025, respectively.

At June 30, 2025 and December 31, 2024, $ 97,500 and $ 41,250 of accrued interest is included in litigation settlement payable in the accompanying condensed consolidated balance sheet.

Note 11 – Subsequent Events

Convertible debt

In July 2025, the Company entered into a series of convertible promissory notes with a group of investors for the aggregate purchase price of $4 million.

The notes are payable three months after purchase for a total amount of $ 5 million (20% OID).

The Company may extend the payment date for up to three additional one-month periods with the OID on the Notes increasing to 25%, 30% and 35% with respect to any such monthly extensions.

Further, upon the occurrence of an Event of Default, as that term is defined in the Notes, the Notes shall be convertible into shares of the Common stock of the Company at a price equal to 80% of the lowest closing sale price of the Company’s common stock as reported on the Nasdaq Global Market on any trading day during the five (5) trading days prior to the respective conversion date.

As of August 13, 2025, the Company has received the full proceeds from the issuance of $ 4,000,000 of such promissory notes.

Investment and Joint Venture

In June 2025, the Company (through a soon to be formed entity – Nuromena Holdings Ltd.

“NuroMena”) entered into a letter of intent to form an investment and joint venture agreement with a Middle-East investor (“Investor”), names Quazar Investments.

At the formation date, the Company would own 10 million shares of NuroMena and contribute a license to its technology to NuroMena, and the Investor will purchase 2.5 million shares of NuroMena for a subscription price of $400,000 (“Initial Investment”).

Following the formation of the entity and closing of the Initial Investment, the Investor shall source one or more future investors to purchase up to $50.0 million at $25/share in common stock of the Company, of which 70% of the proceeds will be maintained by the Company and 30% will be transferred to an operating entity to be formed under NuroMena, to conduct clinical trials in the middle-east markets.

As of August 13, 2025, the entity has not yet been formed, and therefore the Initial Investment has not yet occurred.

In July 2025, the Company satisfied a key milestone in connection with the anticipated closing of its previously announced strategic transaction with Quazar Investment.

Specifically, the Company executed and transferred a Sub-License Agreement from NeOnc Technologies Holdings, Inc.

to its Abu Dhabi onshore operating subsidiary, NuroCure.

The Sub-License grants rights within the United Arab Emirates and the broader GCC and MENA regions for NEO100 and NEO212 pursuant to the Company’s existing license from the USC Stevens Center for Innovation.

On July 8, 2025, the Company announced that it had entered into a non-binding term sheet with Quazar Investment for a proposed $50 million equity investment and regional expansion into the MENA markets.

The Sub-License Agreement constituted the second of five conditions precedent to closing the transaction.

Subsequent to execution of the Sub-License, the Company satisfied all remaining conditions precedent to closing, including:

Finalization of definitive offering documents, including

subscription agreements and a shareholder agreement;

Approval of a comprehensive two-year business plan and budget,

setting forth operational and clinical development milestones;

Legal formation of NuroMENA Holdings Ltd., incorporated under

the Abu Dhabi Global Market framework.

The completion of these steps fulfills all the

required conditions for closing and positions the Company to consummate the Quazar Investment transaction.

Binding Letter of Intent

On July 24, 2025, the Company entered into a binding Letter of Intent (“LOI”) with Dr.

On July 25, 2024, the arbitrator granted the implementation of interest at the statutory rate on the unpaid balance commencing May 15, 2024 until paid, therefore an additional $ 48,750 and $ 146,250 of interest expense is recognized in the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2025, respectively.

September 30, 2025 and December 31, 2024, an aggregate of $ 146,250

of accrued interest is included in litigation settlement payable in the accompanying condensed consolidated balance

In August 2025, the Company was awarded a grant

totaling $ 400,000 in gross proceeds from the National Institutes of Health (NIH).

The Company’s portion of the total proceeds made

available from the NIH Grant is approximately $ 160,000 , net of subcontractor costs, as allowable expenses are incurred.

For the three

and nine months ended September 30, 2025 no allowable expenses under the NIH grant were incurred by the Company.

In September 2025, the Company was awarded a

grant totaling approximately $ 1,007,000 in gross proceeds from the National Institutes of Health (NIH).

The Company’s portion of

the total proceeds made available from the NIH Grant is approximately $ 245,000 , net of subcontractor costs, as allowable expenses are

For the three and nine months ended September 30, 2025 no allowable expenses under the NIH grant were incurred by the Company.

– Segment Reporting

The Company manages its business activities on a consolidated

basis and operates as a single operating segment:

Biotechnology.

The accounting policies of the Biotechnology segment are the same as

those described in Note 1 – Summary of Significant Accounting Policies.

Our Chief Operating Decision Maker (“CODM”)

is our Chief Executive Officer, Amir Heshmatpour.

The CODM uses net loss, as reported on our condensed consolidated statement of operations,

in evaluating the performance of the biotechnology segment and determining how to allocate resources of the Company as a whole, including

investing in our research and development programs and acquisition/licensing strategy.

The CODM does not review assets in evaluating the

results of the biotechnology segment, and therefore, such information is not presented.

The following supplemental information breaks

down the research and development costs for the three and nine months ended September 30, 2025 and 2024, respectively.

Schedule of segment reporting

Nine Months Ended

September 30,

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee compensation expenses

Amortization expense

Investor relations

Share based compensation

Other general and administrative expense

Interest expense - related parties’

Loss on extinguishment of Bridge loan - related

Loss on settlement

Interest and other income

Three Months Ended

September 30,

Significant and other segment expenses:

Total research and development expense

Legal and accounting

Employee Expenses

Amortization expense

Investor relations

Share based compensation

Other general and administrative expense

Interest expense - related parties’

Loss on extinguishment of bridge loan

Loss on settlement

Interest and other income

– Subsequent Events

On July 24, 2025, the Company entered into an

agreement with Dr.

Puri and Beth R.

Levinson, setting forth the principal terms for the acquisition by NeOnc of all equity interests in a to-be-formed limited liability company (the “Target Company”).

The Target Company was subsequently organized as JandB Holdings LLC, a California limited liability company.

Under the terms of the binding LOI, the transaction consideration includes:

(i) a cash payment of $500,000 to McMaster University on or before

October 31, 2025;

(ii) $3.0 million, less expenses, payable in shares of the Company’s

common stock valued at $25.00 per share, to JandB Holdings LLC.

The Company believes this acquisition represents a strong strategic fit and supports its long-term growth initiatives.

The closing of the transaction is subject to the negotiation and execution of definitive agreements, including a Share Exchange Agreement and related documentation, to be prepared by the Company’s legal counsel and reviewed by the Target Company’s legal counsel.

Levinson for the acquisition of all equity interests in JandB Holdings LLC, a California

limited liability company (“J&B”).

J&B was newly formed and held a single patented asset.

No other assets, liabilities,

employees or facilities were acquired.

The single asset passed the “screen test” to be considered an asset acquisition.

of the transaction were not significant.

Under the terms of the asset acquisition, the transaction

consideration includes:

a cash payment of $500,000 and

shares of Company common stock equal to (a) 120,000

shares of Company common stock with an attributed value of $25 per share, less (b) an amount of shares equal to (x) the aggregate

transaction fees incurred by the Company in connection with all of the transactions related to the Agreement divided by (y) $25.00, rounded

up to the nearest whole share.

The Company remitted the cash payment for the patent

on October 3, 2025 and received assignment of the patent effective October 8, 2025.

As of November 13, 2025, the shares

have yet to be issued.

On October 4, 2025, the Company’s wholly

owned subsidiary, NuroMENA, signed a Master Services Agreement (MSA) with Insights Research Organization & Solutions (IROS), a UAE-

based contract research organization (CRO) and part of the M42 group.

The MSA has an initial term of three years from the first work order

executed under the agreement.

The first work order to be executed under the MSA covers a multi-site, randomized Phase 2b/3 study titled

A Multi-Site, Randomized, Phase 2b/3 Study Evaluating Overall Survival of Intranasal NEO100 in Patients with Progressive or Recurrent

Grade III Astrocytomas and Glioblastoma Multiforme (GBM), Stratified by IDH1 Mutation Status, Compared to Best Standard of Care.

On November 4, 2025, the Company sold 76,665

shares of common stock at $ 9.78 per share for gross proceeds of approximately $ 750,000 pursuant to Equity Purchase Agreement with Mast

Hill Fund, LP.

On November 6, 2025, the Company granted 1,200,000

RSUs to Amir Heshmatpour and 70,000 RSUs to Grace Fisher.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements