Business Context and Reporting Period
This Form 8-K Current Report is filed by NeOnc Technologies Holdings, Inc. (NTHI), a Delaware corporation listed on The Nasdaq Stock Market LLC. The report covers events occurring on October 31, 2025, and was signed on November 6, 2025. The filing primarily addresses significant changes in executive leadership and details related transactions involving related parties.
Key Financial Metrics and Related Party Transactions
The filing does not provide current period revenue, profit, or cash flow statements. However, it discloses specific financial data regarding historical related-party transactions and debt settlements:
- Debt Settlement: In June 2024, the Company converted $11,748,464 of outstanding principal and interest on a Bridge Loan to 979,039 shares of common stock at $12 per share. This resulted in a recorded loss on extinguishment of debt of $2,069,923.
- Historical Interest Expense: Accretion of Original Issue Discount (OID) on the Bridge Loan amounted to $2,557,055 for the year ended December 31, 2024, and $2,721,747 for the year ended December 31, 2023.
- Related Party Advances: In February 2025, Amir Heshmatpour advanced approximately $300,000 to the Company. The total repayment obligation, including OID, was $600,000, which was paid following the Company's direct listing.
- Advisory Fees: AFH Holdings and Advisory, LLC (managed by Mr. Heshmatpour) received a $2,500,000 fee following the direct listing, plus a $500,000 amendment fee paid in July 2024.
- Line of Credit: A $10.0 million Line of Credit with HCWG LLC (in which Mr. Heshmatpour holds an interest) bears 10% interest. A warrant for 312,500 shares was issued; 164,500 shares were issued in April 2025 following a cashless exercise.
Material Changes Versus Prior Period
The most significant material change reported is the restructuring of the Company's executive leadership effective October 31, 2025:
- CEO Departure: Dr. Thomas Chen resigned as Chief Executive Officer. He transitioned to the roles of Chief Medical Officer and Chief Scientific Officer while continuing to serve as Vice Chairman of the Board.
- CEO Appointment: Amir Heshmatpour was appointed Chief Executive Officer, effective immediately. He retains his existing roles as President and Executive Chairman.
- Compensation Structure: Mr. Heshmatpour's new role is initially compensated at $1 per year pending a formal agreement. He was granted 1,200,000 shares of restricted stock, with 50% vesting on January 2, 2025, and the remainder vesting over 12 months.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or an outlook on future revenue. Key risks and contingencies identified include:
- Related Party Transactions: Significant financial relationships exist between the Company and entities controlled by Mr. Heshmatpour (AFH, HCWG LLC), including advisory fees, debt financing, and stock issuances.
- Employment Terms: The new CEO's formal employment agreement is still being negotiated, with current compensation terms being nominal ($1/year) until finalized.
- Debt Obligations: While the Bridge Loan was extinguished, the Company maintains a Line of Credit with HCWG LLC that carries a 10% interest rate, increasing to 14% if extended.
Investor Verification Checklist
- Verify the terms of the formal employment agreement for Amir Heshmatpour once finalized, specifically regarding salary, bonuses, and severance.
- Review the full text of the Restricted Stock Award Agreement (Exhibit 10.2) to confirm vesting schedules and forfeiture conditions.
- Assess the impact of the $2,069,923 loss on extinguishment of debt on the Company's historical financial position.
- Monitor the status of the $10.0 million Line of Credit with HCWG LLC and any potential drawdowns or extensions.
- Confirm the extent of Mr. Heshmatpour's ownership interest in HCWG LLC and AFH to evaluate potential conflicts of interest in future financing or M&A activities.