Business Context and Reporting Period
Company: NeOnc Technologies Holdings, Inc. (NTHI)
Filing Type: Form 8-K (Current Report)
Date of Report: August 18, 2025
Reporting Period: The filing covers specific corporate events occurring on August 18, 2025, and references a press release issued on August 19, 2025, regarding second-quarter financial results.
Key Financial Metrics and Transactions
Acquisition Transaction:
- Target: JandB Holdings, LLC (JandB).
- Consideration: 100% of JandB membership interests acquired in exchange for Company common stock.
- Valuation Basis: 120,000 shares valued at $25.00 per share (Total attributed value: $3,000,000).
- Adjustment: The final share count is reduced by an amount equal to aggregate transaction fees divided by $25.00, rounded up to the nearest whole share.
Financial Results:
- The filing references a press release (Exhibit 99.1) containing second-quarter financial results.
- Note: Specific revenue, profit, cash flow, margin, debt, or liquidity figures are not provided in the text of this Form 8-K. The filing explicitly states that the information in the press release is not deemed filed for purposes of Section 18 of the Exchange Act.
Material Changes
Corporate Structure:
- JandB is now a wholly-owned subsidiary of NeOnc Technologies Holdings, Inc.
Board of Directors:
- Resignation: Dr. Ming-Fu Chiang resigned from the Board effective immediately (August 18, 2025). He will continue to serve on the science advisory board. The resignation is not due to any disagreement with the Company.
- Appointment: Ishwar Puri was elected as a director effective immediately. He will serve until the 2025 annual meeting of stockholders.
- Background: Mr. Puri is a senior vice president at the University of Southern California (USC) and a former dean at McMaster University. He holds a 50% membership interest in JandB.
Guidance, Outlook, and Risks
Management Commentary:
- The acquisition was consummated upon the execution of the Share Exchange Agreement.
- There are no family relationships between Mr. Puri and other directors or executive officers.
Risks and Contingencies:
- Unregistered Sales: The shares issued to JandB members were sold in an unregistered transaction (Item 3.02).
- Liability Disclaimer: The financial results referenced in Item 2.02 and Exhibit 99.1 are not incorporated by reference into filings under the Securities Act or Exchange Act, limiting their legal standing for liability purposes.
Investor Verification Checklist
- Review Exhibit 99.1: Obtain the August 19, 2025 press release to verify specific Q2 2025 revenue, net income, and cash flow figures, as they are not detailed in this 8-K.
- Confirm Share Issuance: Verify the exact number of shares issued for the JandB acquisition after the deduction for transaction fees.
- Assess Related Party Transaction: Review the full Share Exchange Agreement (Exhibit 10.1) to understand the terms of the transaction involving Ishwar Puri, a new director and 50% owner of the acquired entity.
- Monitor Board Composition: Confirm the status of the Board following Dr. Chiang's resignation and Mr. Puri's appointment.