Business Context and Reporting Period
Company: NeOnc Technologies Holdings, Inc. (NTHI)
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2026
Reporting Period: Events occurring between September 10, 2026, and September 18, 2026.
Business Context: The Company is an emerging growth company incorporated in Delaware, trading on The Nasdaq Stock Market LLC. The filing primarily addresses the redemption and subsequent elimination of its Series A Convertible Preferred Stock.
Key Financial Metrics
Redemption Transaction:
- Instrument: Series A Convertible Preferred Stock
- Redemption Price: $965 per share
- Total Redemption Amount: Approximately $5,790,000
- Funding Source: Net proceeds from a registered direct offering of common stock (previously reported on September 10, 2026).
The filing text does not provide clear values for revenue, profit, operating cash flow, margins, total debt, or liquidity ratios. This report focuses exclusively on the capital structure modification regarding the preferred stock.
Material Changes Versus Prior Period
Capital Structure Change:
- September 15, 2026: The Company redeemed all outstanding shares of Series A Preferred Stock.
- September 18, 2026: The Company filed a Certificate of Elimination with the Delaware Secretary of State to terminate the designation of the Series A Preferred Stock.
- Result: As of the Effective Date (September 18, 2026), there were zero shares of Series A Preferred Stock outstanding.
This action materially modifies the rights of security holders by removing the preferred equity class previously in existence.
Guidance, Outlook, and Management Commentary
Management Commentary:
- The Board of Directors approved the filing of the Certificate of Elimination.
- The redemption was executed using proceeds from a recent registered direct offering of common stock.
The filing text does not provide clear values or statements regarding future financial guidance, operational outlook, specific risks, or contingencies beyond the completion of the preferred stock redemption.
Important Facts for Investor Verification
- Capital Reduction: Verify the complete elimination of the Series A Convertible Preferred Stock class and the associated removal of any conversion rights or liquidation preferences.
- Cash Outflow: Confirm the $5,790,000 cash outflow for the redemption and its impact on the Company's current liquidity position.
- Common Stock Dilution: Review the details of the registered direct offering (reported September 10, 2026) that funded this redemption to assess potential dilution to common shareholders.
- Corporate Governance: Confirm the effective date of the Certificate of Elimination (September 18, 2026) with the Delaware Secretary of State records.