What changed in this filing

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Item 5. Other Information

2026-08-10 compared with 2026-05-15 · 49 added, 7 removed, 45 unchanged (55% of the section changed)

Other Information

Rule 10b5-1 Trading Arrangements

On December 18, 2025 , Yousha

Neman-Ebrahim , Chief Clinical Officer , adopted a written plan for the sale of shares of our common stock that is intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of up to 25% of the net shares

of common stock issued to Mr.

Neman-Ebrahim upon each vesting of shares of restricted stock, with the actual number of shares subject

to each sale to be determined at the time of the applicable vesting event.

The plan will expire on March 18, 2027 , or on any earlier date

on which all of the shares authorized for sale have been sold.

On December 18, 2025 , Axel

Schonthal , Directors , adopted a written plan for the sale of up to 8,000 shares of our common stock that is intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on January 17, 2027 , or on any earlier date on which

all of the shares have been sold.

On June 16, 2026 , Thomas Chen ,

Founder and Chief Medical Officer , adopted a written plan for the sale of up to 40,000 shares of our common stock that is intended to

satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on September 15, 2027 , or on

any earlier date on which all of the shares have been sold.

On June 16, 2026 , Keithly

Garnett , Chief Financial Officer , adopted a written plan for the sale of up to 50,000 shares of our common stock that is intended to satisfy

the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on September 15, 2027 , or on any earlier

date on which all of the shares have been sold.

On June 16, 2026 , David Choi ,

Chief Accounting Officer , adopted a written plan for the sale of up to 22,000 shares of our common stock that is intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on September 15, 2027 , or on any earlier

date on which all of the shares have been sold.

On June 17, 2026 , Jim Delshad ,

Directors , adopted a written plan for the sale of up to 15,000 shares of our common stock that is intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on September 16, 2027 , or on any earlier date on which

all of the shares have been sold.

On June 23, 2026 , Ming-Fu

Chiang , Directors , adopted a written plan for the sale of up to 55,000 shares of our common stock that is intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan will expire on September 26, 2027 , or on any earlier date on which

all of the shares have been sold.

Other than as noted above, none of our directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended June 30, 2026.

Exhibit Index

2 unchanged sentences

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 filed on Form 8-K filed by the Registrant on March 27, 2025)

Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 filed on Form 8-K filed by the Registrant on June 12, 2026)

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)

12 unchanged sentences

Form of Warrant (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on April 24, 2026)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 29, 2026)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on March 3, 2026)

Employment Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on March 17, 2026)

Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on March 17, 2026)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on March 23, 2026)

Equity Distribution Agreement among the Company, BTIG LLC, and A.G.P./Alliance Global Partners dated as of April 10, 2026 (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on April 10, 2026)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on April 24, 2026)

Form of Securities Purchase Agreement dated June 10, 2026 (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on June 12, 2026)

Second Addendum to Letter of Intent and Advisory Services Agreement dated June 11, 2026

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

11 unchanged sentences

Management contract or compensatory plan or arrangement

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in Los Angeles, California, on May 15, 2026.

NEONC TECHNOLOGIES HOLDINGS,

NEONC TECHNOLOGIES HOLDINGS, INC.

/s/ Amir Heshmatpour

4 unchanged sentences

Chief Executive Officer

August 10, 2026

Amir Heshmatpour

2 unchanged sentences

Chief Financial Officer

August 10, 2026

Keithly Garnett

1 unchanged sentence

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 5. Other Information