Business Context and Reporting Period
Company: NeOnc Technologies Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 20, 2026
Reporting Period: The filing reports on a specific event occurring on March 20, 2026, regarding the entry into a material definitive agreement.
Key Financial Metrics and Transaction Details
This filing details a capital raise through a third Securities Purchase Agreement. The filing does not provide consolidated revenue, profit, cash flow, or margin data for a fiscal period.
- Transaction Date: March 20, 2026
- Securities Issued: 138,889 shares of Common Stock and warrants to purchase 138,889 shares.
- Investor Count: One investor.
- Proceeds Raised: $1,000,000.
- Share Price: $7.20 per share.
- Warrant Exercise Price: $9.00 per share.
- Warrant Term: Five years.
- Use of Proceeds: Working capital purposes.
Material Changes and Context
This transaction is part of a broader capital raise initiated in January 2026. The filing outlines three distinct agreements:
- First Agreement (Jan 29, 2026): Issued 1,388,888 shares and warrants for $10 million to one investor; subsequent closing of 86,361 shares for $621,804.11 to three investors. Terminated Jan 31, 2026.
- Second Agreement (Feb 24, 2026): Issued 201,390 shares and warrants for $1,450,004 to four investors. Terminated Feb 28, 2026.
- Third Agreement (Mar 20, 2026): Issued 138,889 shares and warrants for $1,000,000 to one investor. Terminates April 30, 2026.
Total Potential Offering: The cumulative agreements allow for the sale of up to 2,222,222 shares and corresponding warrants.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to use net proceeds for working capital. No specific operational guidance or financial outlook was provided in this filing.
Regulatory Obligations: The Company must file a resale registration statement for the shares and warrant-issuable shares no later than 10 days after filing its Annual Report on Form 10-K for the year ended December 31, 2025.
Risks/Contingencies: The securities were issued pursuant to an exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933. The offering under the third agreement remains open until April 30, 2026.
Investor Verification Checklist
- Verify the total aggregate proceeds raised across all three Securities Purchase Agreements to date.
- Confirm the dilution impact of the 2,222,222 potential shares and warrants on existing shareholders.
- Review the upcoming Form 10-K filing (for the year ended Dec 31, 2025) to ensure the resale registration statement is filed within the required 10-day window.
- Assess the Company's current cash position and burn rate to determine if the $1,000,000 (plus prior proceeds) is sufficient for stated working capital needs.