Business Context and Reporting Period
Company: NeOnc Technologies Holdings, Inc. (NTHI)
Filing Type: Form 8-K (Current Report)
Date of Report: April 20, 2026
Reporting Period: The filing reports on a series of equity financing transactions occurring between January 29, 2026, and April 20, 2026.
Key Financial Metrics and Transaction Details
This filing details a multi-stage private placement of common stock and warrants. The Company has executed four Securities Purchase Agreements to raise capital for preclinical trials.
- Offering Structure: Sale of Common Stock at $7.20 per share and five-year warrants to purchase shares at $9.00 per share.
- Transaction 1 (Jan 29, 2026): Issued 1,388,888 shares and warrants for $10,000,000 to one institutional investor. Subsequent closing on Jan 31, 2026, issued 86,361 shares and warrants for $621,804.11 to three investors.
- Transaction 2 (Feb 24, 2026): Initial closing on Feb 25, 2026, issued 201,390 shares and warrants for $1,450,004 to four investors.
- Transaction 3 (Mar 20, 2026): Issued 138,889 shares and warrants for $1,000,000 to one investor.
- Transaction 4 (Apr 20, 2026): Issued 277,777 shares and warrants for approximately $2,000,000 to one investor.
- Total Proceeds Disclosed: Approximately $15,071,804.11 from the specific closings detailed in this report.
- Use of Proceeds: Funding NEO216 preclinical trials.
Note: This filing does not provide consolidated revenue, profit, cash flow, or debt metrics for the Company's operations.
Material Changes
The primary material change is the significant increase in equity capital raised through a series of private placements. The Company has sold a total of 2,093,305 shares of common stock and corresponding warrants across the four agreements described, with the most recent tranche closing on April 20, 2026.
Outlook, Risks, and Contingencies
- Future Closings: The third and fourth Securities Purchase Agreements remain open for additional closings until April 30, 2026, for the sale of remaining shares (545,583 shares under the third agreement and 406,694 shares under the fourth agreement).
- Registration: The Company is obligated to file a resale registration statement for the shares and warrant-exercise shares within 10 days of the initial closing of the fourth agreement.
- Exemption: Securities were issued under Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the total number of shares issued versus the maximum authorized in each of the four Securities Purchase Agreements to assess remaining capital raise potential before the April 30, 2026 deadline.
- Confirm the filing of the resale registration statement (Form S-1 or S-3) within the required 10-day window following the April 20, 2026 closing.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Warrant (Exhibit 4.1) for specific covenants, redemption rights, or anti-dilution provisions not summarized in the 8-K.
- Monitor the progress and funding requirements of the NEO216 preclinical trials to ensure the raised capital is sufficient for the stated purpose.