NEONC TECHNOLOGIES HOLDINGS, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Recent Sales of Unregistered Securities During the three months ended March 31, 2026, the Company issued the following unregistered securities: In January 2026, pursuant to a Securities Purchase Agreement dated January 29, 2026, the Company issued 1,388,888 shares of common stock and warrants to purchase 1,388,888 shares of common stock at an exercise price of $9.00 per share to a single institutional investor at a purchase price of $10,000,000. In a subsequent closing under the same Securities Purchase Agreement, the Company issued 86,361 shares of common stock and warrants to purchase 86,361 shares of common stock at an exercise price of $9.00 per share to three investors at an aggregate purchase price of $621,804.11. The offering under that Securities Purchase Agreement terminated on January 31, 2026. In February 2026, pursuant to a second Securities Purchase Agreement dated February 24, 2026, the Company issued an aggregate of 201,390 shares of common stock and warrants to purchase 201,390 shares of common stock at an exercise price of $9.00 per share to four investors at a combined purchase price of $1,450,004 in a closing that took place on February 25, 2026. The offering under the second Securities Purchase Agreement terminated on February 28, 2026. In March 2026, we issued 138,889 shares of common stock and warrants to purchase 138,889 shares of common stock at an exercise price of $9.00 per share to one accredited investor in a private placement at a per-share unit purchase price of $7.20, for aggregate gross proceeds of approximately $1,000,000, pursuant to the Securities Purchase Agreement dated March 20, 2026. In March 2026, 170,000 shares of restricted stock were granted to our Chief Accounting Officer pursuant to the 2023 Equity Incentive Plan. Of these, 53,333 shares of restricted stock vested immediately upon grant, 58,333 shares of restricted stock vest on the first anniversary of the grant date, and 58,334 shares of restricted stock are performance-based and vest upon the achievement of certain performance conditions. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising. 41 Recent Sales of Registered Securities In February 2026, the Company sold 76,648 shares of common stock at $8.40 to $8.97 per share for gross proceeds of approximately $663,727 pursuant to the Equity Purchase Agreement with Mast Hill Fund, LP. Use of Proceeds Not applicable. Repurchases None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.