Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time years specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, and due to material weaknesses in our internal control over financial reporting related to; controls over segregation of duties, entity level controls over the risk assessment, information and communication and monitoring process, financial controls over all significant transaction classes, controls over authorization and tracking of related party transactions and controls over information technology over user access and provisioning, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published consolidated financial statements. Management conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. Based on our evaluation under the 2013 Framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses in our internal control over duties separation, company-wide risk and communication processes, major financial transactions, complex financial instruments, related party dealings, and IT user access management.
140
As a result, we performed additional analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations, and cash flows for the period presented.
Management has initiated steps to remediate these material weaknesses, including:
●
engage an information technology controls consultant to assess and remediate deficiencies in user access management;
●
enhance our company-wide risk assessment and internal communication processes;
●
expand and improve our review process for complex securities and related accounting standards;
●
engage with third-party professionals to consult on complex accounting applications in conformity with U.S. GAAP;
●
implement
a formal related party transaction policy requiring the identification of related party transactions by the Audit Committee;
●
hire a Chief Accounting Officer (“CAO”) with technical accounting expertise to strengthen financial reporting oversight, internal control environment, and accounting operations; and
●
consider additional staff with the requisite experience and training to supplement existing accounting professionals.
The Company can offer no assurance that these changes will ultimately have the intended effects.
This Annual Report on Form 10-K does not include an attestation report on internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Inherent Limitation on the Effectiveness of Internal Controls Over Financial Reporting
The effectiveness of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that its objectives will be achieved. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary and appropriate for the needs of our business as a clinical-stage biopharmaceutical company.
Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have identified all of the information required to be disclosed, and that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Item 9B. Other Information
During the three months ended December 31, 2025, no director or officer of the Company adopted , modified, or terminated a ‘Rule 10b5-1 trading arrangement’ or a ‘non-Rule 10b5-1 trading arrangement,’ as each such term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
141
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated in our proxy statement to be filed with the SEC on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
The Company has adopted a Code of Ethics that applies to directors, officers, and employees of the Company. The Code of Ethics is attached as Exhibit 14.1 to this Annual Report on Form 10-K.
The Company has adopted an Insider Trading Policy that applies to directors, officers, and employees of the Company. The Insider Trading Policy is attached as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation
The information required by this Item is incorporated in our proxy statement to be filed with the SEC on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated in our proxy statement to be filed with the SEC on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated in our proxy statement to be filed with the SEC on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated in our proxy statement to be filed with the SEC on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
142
Part IV
Item 15. Exhibits and Financial Statement Schedules
1)
Financial Statements: See the consolidated financial statements identified in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report.
2)
Exhibits.
The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K):
Exhibit Number
Description
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed on Form 8-K filed by the Registrant on March 27, 2025)
3.2
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 filed on Form 8-K filed by the Registrant on March 27, 2025)
4.1*
Description of Securities
4.2
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
4.3
Fourth Amended & Restated Promissory Note, dated December 4, 2023, by NeOnc Technologies Holdings, Inc. and Holders (incorporated by reference to Exhibit 4.2 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
4.4
Promissory Note, dated October 11, 2024, by NeOnc Technologies Holdings, Inc. and HCWG LLC (incorporated by reference to Exhibit 4.3 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
4.5
Common Stock Purchase Warrant, dated October 11, 2024, by NeOnc Technologies Holdings, Inc. and HCWG LLC (incorporated by reference to Exhibit 4.4 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
4.6
Promissory Note, dated February 25, 2025, by NeOnc Technologies Holdings, Inc. and Amir Heshmatpour (incorporated by reference to Exhibit 4.5 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
4.7
Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 filed on Form 8-K filed by the Registrant on July 22, 2025)
4.8
Form of Warrant (incorporated by reference to Exhibit 4.1 filed on Form 8-K filed by the Registrant on January 29, 2026)
4.9
Form of Warrant (incorporated by reference to Exhibit 4.1 filed on Form 8-K filed by the Registrant on March 3, 2026)
4.10
Form of Warrant (incorporated by reference to Exhibit 4.1 filed on Form 8-K filed by the Registrant on March 23, 2026)
10.1#
NeOnc Technologies Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 filed with the Form S-8 filed by the Registrant on March 25, 2025)
10.2#
First Amendment to the NeOnc Technologies Holdings, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 filed with the Form S-8 filed by the Registrant on March 25, 2025)
10.3#
Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.4#
Form of Option Exercise Agreement (incorporated by reference to Exhibit 10.4 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.5#
Form of Option Exercise Agreement (incorporated by reference to Exhibit 10.5 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.6#
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.6 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
143
10.7#
Form of Restricted Share Unit Agreement (incorporated by reference to Exhibit 10.7 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.8#
Form of Indemnity Agreement between NeOnc Technologies Holdings, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.8 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.9
Amended and Restated Exclusive License Agreement by and between University of Southern California, and NeOnc Technologies, Inc. (incorporated by reference to Exhibit 10.9 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.10
Letter Agreement, dated June 17, 2024, by and between University of Southern California, and NeOnc Technologies, Inc. (incorporated by reference to Exhibit 10.10 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.11
Engagement Agreement dated December 19, 2022, between NeOnc Technologies, Inc. and AFH Holdings and Advisory, LLC (incorporated by reference to Exhibit 10.11 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.12
First Amendment to the Engagement Agreement, dated July 12, 2024, between NeOnc Technologies, Inc. and AFH Holdings and Advisory, LLC (incorporated by reference to Exhibit 10.12 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.13
Form of Share Exchange Agreement dated April 7, 2023 between NeOnc Technologies, Inc. and NeOnc Technologies Holdings, Inc (incorporated by reference to Exhibit 10.13 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.14
Financial Advisory Agreement dated October 16, 2023, between NeOnc Technologies Holdings, Inc. and RBW Capital Partners LLC (incorporated by reference to Exhibit 10.14 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.15
Collaboration and License Agreement dated November 8, 2013, between Orient Europharma Co., LTD. and NeOnc Technologies, Inc. (incorporated by reference to Exhibit 10.15 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.16#
Employment Agreement dated January 4, 2024, between NeOnc Technologies Holdings, Inc. and Keithly Garnett (incorporated by reference to Exhibit 10.16 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.17#
Amendment to Employment Agreement dated, July 12, 2024, between NeOnc Technologies Holdings, Inc. and Keithly Garnett (incorporated by reference to Exhibit 10.17 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.18#
Employment Agreement dated January 4, 2024, between NeOnc Technologies Holdings, Inc. and Patrick Walters (incorporated by reference to Exhibit 10.18 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.19#
Amendment to Employment Agreement dated, July 12, 2024, between NeOnc Technologies Holdings, Inc. and Patrick Walters (incorporated by reference to Exhibit 10.19 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.20#
Employment Agreement dated January 4, 2024, between NeOnc Technologies Holdings, Inc. and Dr. Thomas C. Chen (incorporated by reference to Exhibit 10.20 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.21#
Amendment to Employment Agreement dated, July 12, 2024, between NeOnc Technologies Holdings, Inc. and Thomas C. Chen (incorporated by reference to Exhibit 10.21 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.22#
Amended and Restated Restricted Stock Award Agreement dated July 12, 2024, between NeOnc Technologies Holdings, Inc. and Thomas C. Chen (incorporated by reference to Exhibit 10.22 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
144
10.23#
Amended and Restated Restricted Stock Award Agreement dated October 21, 2024, between NeOnc Technologies Holdings, Inc. and Thomas C. Chen (incorporated by reference to Exhibit 10.23 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.24#
Amended and Restated Restricted Stock Award Agreement dated July 12, 2024, between NeOnc Technologies Holdings, Inc. and Amir Heshmatpour (incorporated by reference to Exhibit 10.24 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.25#
Amended and Restated Restricted Stock Award Agreement dated October 21, 2024, between NeOnc Technologies Holdings, Inc. and Amir Heshmatpour (incorporated by reference to Exhibit 10.25 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.26#
Amended and Restated Restricted Stock Award Agreement dated July 12, 2024, between NeOnc Technologies Holdings, Inc. and Keithly Garnett (incorporated by reference to Exhibit 10.26 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.27#
Amended and Restated Restricted Stock Award Agreement dated July 12, 2024, between NeOnc Technologies Holdings, Inc. and Patrick Walters (incorporated by reference to Exhibit 10.27 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.28#
Second Amended and Restated Restricted Stock Award Agreement dated July 12, 2024, between NeOnc Technologies Holdings, Inc. and Dr. Victoria Medvec, Ph.D. (incorporated by reference to Exhibit 10.28 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.29#
Amended and Restated Restricted Stock Award Agreement dated July 12, 2024, between NeOnc Technologies Holdings, Inc. and Bader Almonawer (incorporated by reference to Exhibit 10.29 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.30
Lease Agreement between Westlake Wellbeing Properties, LLC and NeOnc Technologies Holdings, Inc., dated February 1, 2024 (incorporated by reference to Exhibit 10.30 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.31
Debt Conversion Agreement, dated June 6, 2024, by NeOnc Technologies Holdings, Inc. and Thomas C. Chen (incorporated by reference to Exhibit 10.31 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.32
Debt Conversion Agreement, dated June 6, 2024, by NeOnc Technologies Holdings, Inc. and Patrick Walters (incorporated by reference to Exhibit 10.32 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.33
Debt Conversion Agreement, dated June 18, 2024, by NeOnc Technologies Holdings, Inc. and USC Department of Neurosurgery (incorporated by reference to Exhibit 10.33 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.34
Debt Conversion Agreement, dated July 5, 2024, by NeOnc Technologies Holdings, Inc. and Anova Enterprises, Inc. (incorporated by reference to Exhibit 10.34 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.35
Loan Conversion Agreement, dated June 14, 2024, by NeOnc Technologies Holdings, Inc. and HCWG LLC (incorporated by reference to Exhibit 10.35 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.36
Form of Subscription Agreement, by NeOnc Technologies Holdings, Inc. and Subscriber (incorporated by reference to Exhibit 10.36 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.37
Equity Purchase Agreement, dated October 22, 2024, between NeOnc Technologies Holdings, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.37 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.38
Registration Rights Agreement, dated October 22, 2024, between NeOnc Technologies Holdings, Inc. and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.38 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
145
10.39
Line of Credit Agreement, dated October 11, 2024, between NeOnc Technologies Holdings, Inc. and HCWG LLC (incorporated by reference to Exhibit 10.39 filed with the Registration Statement on Form S-1 filed by the Registrant on January 3, 2025)
10.40
Direct Listing Engagement Letter dated January 23, 2025, between NeOnc Technologies Holdings, Inc., RBW Capital Partners LLC, and Dawson James Securities, Inc. (incorporated by reference to Exhibit 10.40 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.41
Private Placement Engagement Letter dated January 29, 2025, between NeOnc Technologies Holdings, Inc., RBW Capital Partners LLC, and Dawson James Securities, Inc. (incorporated by reference to Exhibit 10.41 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.42#
Second Amendment to Employment Agreement dated December 31, 2024, between NeOnc Technologies Holdings, Inc. and Thomas C. Chen (incorporated by reference to Exhibit 10.42 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.43 #
Second Amendment to Employment Agreement dated December 31, 2024, between NeOnc Technologies Holdings, Inc. and Keithly Garnett (incorporated by reference to Exhibit 10.43 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.44#
Second Amendment to Employment Agreement dated December 31, 2024, between NeOnc Technologies Holdings, Inc. and Patrick Walters (incorporated by reference to Exhibit 10.44 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.45#
Amendment to Amended and Restated Restricted Stock Award Agreement dated December 31, 2024, between NeOnc Technologies Holdings, Inc. and Thomas C. Chen (incorporated by reference to Exhibit 10.45 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.46#
Amendment to Amended and Restated Restricted Stock Award Agreement dated December 31, 2024, between NeOnc Technologies Holdings, Inc. and Amir Heshmatpour (incorporated by reference to Exhibit 10.46 filed with the Registration Statement on Form S-1 filed by the Registrant on January 31, 2025)
10.47
Form of Securities Purchase Agreement, by NeOnc Technologies Holdings, Inc. and Investor (incorporated by reference to Exhibit 10.47 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.48#
Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Dr. Ming-Fu Chiang (incorporated by reference to Exhibit 10.48 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.49#
Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Dr. Steven L. Giannotta (incorporated by reference to Exhibit 10.49 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.50#
Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Jim Delshad (incorporated by reference to Exhibit 10.50 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.51#
Amendment to Amended and Restated Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Amir Heshmatpour (incorporated by reference to Exhibit 10.51 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.52#
Amendment to Amended and Restated Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Dr. Thomas Chen (incorporated by reference to Exhibit 10.52 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.53#
Amendment to Amended and Restated Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Bader Almonawer (incorporated by reference to Exhibit 10.53 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
146
10.54#
Amendment to Amended and Restated Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Patrick Walters (incorporated by reference to Exhibit 10.54 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.55#
Amendment to Amended and Restated Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Keithly Garnett (incorporated by reference to Exhibit 10.55 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.56#
Amendment to Second Amended and Restated Restricted Stock Award Agreement dated February 7, 2025, between NeOnc Technologies Holdings, Inc. and Victoria Medvec (incorporated by reference to Exhibit 10.56 filed with the Registration Statement on Form S-1 filed by the Registrant on February 26, 2025)
10.57
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 1, 2025)
10.58
Office Lease, dated April 7, 2025, by and between the Company and RREF II Calabasas Park Center LLC (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 11, 2025)
10.59#
Employment Agreement dated June 5, 2025, between NeOnc Technologies Holdings, Inc. and Josh Neman (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on June 6, 2025)
10.60#
Restricted Stock Award Agreement dated June 5, 2025, between NeOnc Technologies Holdings, Inc. and Josh Neman (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on June 6, 2025)
10.61
Form of Convertible Promissory Note Purchase Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on July 22, 2025)
10.62
Letter of Intent (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on July 30, 2025)
10.63
Subscription Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on August 1, 2025)
10.64
Share Exchange Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on August 22, 2025)
10.65
Investor Presentation (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on October 9, 2025)
10.66#
Third Amendment to Employment Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on November 6, 2025)
10.67#
Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 filed on Form 8-K filed by the Registrant on November 6, 2025)
10.68
Securities Purchase Agreement, dated December 1, 2025 (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on December 5, 2025)
10.69
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on January 29, 2026)
10.70
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on March 3, 2026)
10.71#
Employment Agreement dated March 12, 2026 between NeOnc Technologies Holdings, Inc. and David Choi (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on March 17, 2026)
10.72#
Restricted Stock Award Agreement dated March 12, 2026, between NeOnc Technologies Holdings, Inc. and David Choi (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on March 17, 2026)
10.73
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed on Form 8-K filed by the Registrant on March 23, 2026)
14.1*
Code of Ethics
19.1*
Insider Trading Policy
147
21.1
List of Subsidiaries of NeOnc Technologies Holdings, Inc. (incorporated by reference to Exhibit 21.1 filed with the Registration Statement on Form S-1 filed by the Registrant on December 15, 2025)
23.2*
Consent of Marcum LLP
23.3*
Consent of CBIZ CPAs
24.1
Power of Attorney (included on signature page)
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
31.2*
Certification
of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
32.1**
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
97.1*
Clawback Policy
101.INS*
Inline XBRL Instance
101.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL Taxonomy Extension Calculation
101.LAB*
Inline XBRL Taxonomy Extension Labels
101.PRE*
Inline XBRL Taxonomy Extension Presentation
104
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
*
Filed herewith
**
In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
#
Management contract or compensatory plan or arrangement
Item 16. Form 10-K Summary
Not applicable.
148
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, California, on March 31, 2026.
NEONC TECHNOLOGIES HOLDINGS, INC.
By:
/s/ Amir Heshmatpour
Name:
Amir Heshmatpour
Title:
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Amir Heshmatpour as his or her attorney-in-fact, each with the full power of substitution, for such person, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might do or could do in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated:
Signature
Title
Date
/s/ Amir Heshmatpour
Chief Executive Officer, President and Executive Chairman
March 31, 2026
Amir Heshmatpour
( Principal Executive Officer )
/s/ Keithly Garnett
Chief Financial Officer
March 31, 2026
Keithly Garnett
( Principal Financial Officer )
/s/ David Choi
Chief Accounting Officer
March 31, 2026
David Choi
( Principal Accounting Officer )
/s/ Dr. Thomas Chen
Chief Scientific Officer, Chief Medical Officer and Vice Chairman
March 31, 2026
Dr. Thomas Chen
/s/ Dr. Ming-Fu Chiang
Director
March 31, 2026
Dr. Ming-Fu Chiang
/s/ Victoria Medvec
Director
March 31, 2026
Victoria Medvec
/s/ Dr. Steven L. Giannotta
Director
March 31, 2026
Dr. Steven L. Giannotta
/s/ Bader Al Monawer
Director
March 31, 2026
Bader Al Monawer
/s/ Jim Delshad
Director
March 31, 2026
Jim Delshad
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