NEONC TECHNOLOGIES HOLDINGS, INC. 10-Q

Item 5. 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. 49 Item 6. Exhibit Index 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) 3.3 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) 4.1 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) 4.2 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) 4.3 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) 4.4 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) 4.5 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/A filed by the Registrant on February 26, 2025) 4.6 Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on July 22, 2025) 4.7 Form of Warrant (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on January 29, 2026) 4.8 Form of Warrant (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on March 3, 2026) 4.9 Form of Warrant (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on March 23, 2026) 4.10 Form of Warrant (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on April 24, 2026) 10.1 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) 10.2 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) 10.3 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) 10.4* Second Addendum to Letter of Intent and Advisory Services Agreement dated June 11, 2026 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 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. ** Furnished herewith. # Management contract or compensatory plan or arrangement 50 SIGNATURES 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 August 10, 2026. NEONC TECHNOLOGIES HOLDINGS, INC. By: /s/ Amir Heshmatpour Name: Amir Heshmatpour Title: Chief Executive Officer and President As required under the Securities Act of 1933, this Quarterly Report on Form 10-Q has been signed below by the following persons, in the capacities and on the dates indicated: Signature Title Date /s/ Amir Heshmatpour Chief Executive Officer August 10, 2026 Amir Heshmatpour (Principal Executive Officer) /s/ Keithly Garnett Chief Financial Officer August 10, 2026 Keithly Garnett (Principal Financial Officer) 51