NTHI 8-K
Neonc Technologies Holdings, Inc. (NTHI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 2.02. | Results of Operations and Financial Condition. |
On November 14, 2025, NeOnc Technologies Holdings, Inc. (the “Company”) issued a press release reporting third quarter financial results. A copy of the press release is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2025, Dr. Ming-Fu Chiang resigned from the Board of Directors (the “Board”) of the Company and Ishwar K. Puri was appointed to the Board. After his appointment, the University of Southern California had objected to Mr. Puri’s appointment to the Board and indicated that Mr. Puri must resign from the Board. Mr. Puri tendered his resignation to the Company on November 12, 2025.
On November 12, 2025, the Board elected Dr. Ming-Fu Chiang as a director of the Company, effective immediately, to serve until the Company’s 2026 annual meeting of stockholders.
Dr. Ming-Fu Chiang served on the Board from March 2025 to August 2025. Dr. Chiang was a neurosurgeon and the former Vice-Director of the Department of Surgery and former Chairman of Neurosurgery at Mackay Memorial Hospital in Taipei, Taiwan from August 1991 to June 2020. Since July 2020, he is a practicing neurosurgeon at Chung-Shan Hospital and Taiwan Adventist Hospital in Taipei, Taiwan. Dr. Chiang has a Ph.D. in neuro-oncology from Free University of Berlin, Germany, and his EMBA (Executive Management Business & Administration) from National Taiwan University. Dr. Chiang has also previously served as the CEO of NeuCen Biomedical, Inc. and Orio Biotech Inc.
There is no arrangement or understanding between Dr. Chiang and any other person pursuant to which he was selected as director, and there are no family relationships between him and any director, executive officer or person nominated or chosen by the Company to become an executive officer.
There are several transactions involving Dr. Chiang to be reported pursuant to Item 404(a) of Regulation S-K, as described below.
Short-term loans
In April 2023, the Company entered into a non-interest bearing, non-convertible promissory note with HCWG LLC. HCWG LLC is owned 31.25% by Mr. Amir Heshmatpour, 18.75% by Dr. Thomas Chen, 18.75% by Dr. Chiang, 15.625% by Patrick Walters and 15.625% by The Hilkiah Group LLC (an entity wholly-owned by Keithly Garnett, the Chief Financial Officer). Borrowings under the Bridge Loan carry a 50% (or 1 times cash amounts borrowed) original issue discount (“OID”) on principal and through subsequent amendments the maximum cash borrowing was increased to $10,000,000 at December 31, 2023. The outstanding amounts under this Bridge Loan are payable at the earlier of the date of the initial public offering or December 4, 2024 (the “Maturity Date”).
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Through December 31, 2024 and 2023, the Company had received under the Bridge Loan an aggregate of 7,337,408 and $5,968,987, respectively. The OID was recognized ratably over the term of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier, at which point the accretion is accelerated. Accretion of the OID for the year ended December 31, 2024 and 2023, amounted to $2,557,055 and 2,721,747, respectively, and are included in interest expense in the accompanying consolidated statement of operations. Summary of the bridge loan activity for the years ended December 31, 2024 and 2023, respectively, is as follows:
| For the year ended December 31, 2024 | For the year ended December 31, 2023 | |||||||
| Bridge loan roll-forward | ||||||||
| Principal outstanding | $ | 9,802,697 | $ | - | ||||
| Borrowings | 1,368,422 | 5,968,987 | ||||||
| OID | 1,368,422 | 5,968,987 | ||||||
| Repayments | (791,077 | ) | (2,135,277 | ) | ||||
| Total principal outstanding before conversion | 11,748,464 | 9,802,697 | ||||||
| Conversion to common stock | (11,748,464 | ) | - | |||||
| Principal; outstanding | $ | - | $ | 9,802,697 | ||||
| For the year ended December 31, 2023 | ||||
| Bridge loan | ||||
| Principal Outstanding | $ | 9,802,697 | ||
| Less: Unrecognized OID | (3,247,240 | ) | ||
| Total: | $ | 6,555,457 | ||
On June 14, 2024, the Company reached an agreement with HCWG to convert the outstanding principal and interest on the Bridge Loan totaling $11,748,464 to 979,039 shares of common stock at $12 per share. The fair value of the common stock issued for the conversions was valued based upon the pricing from a recent financing round which was $12 a share. The difference between the carrying value of the debt as of the date of the extinguishment of $9,678,541 and the fair value of the shares issued to settle to the debt as of the date of the extinguishment of $11,748,464 is recorded as a loss on extinguishment of Bridge Loan in the accompanying consolidated statement of operations in the amount of $2,069,923. As a result of this conversion, the Bridge Loan was terminated and is no longer available to the Company for borrowing.
Stock-Based Compensation
In February 2025, 50,000 restricted stock units were granted to Dr. Chiang. The forgoing restricted stock units vested one hundred percent (100%) on October 25, 2025.
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Line of Credit Agreement
On October 11, 2024, the Company entered into a Line of Credit Agreement with HCWG for borrowings of up to $10.0 million. Borrowings under the Line of Credit Agreement bear interest at 10.0% per annum with interest payments due on the first business day of each calendar month, with unpaid principal due by October 12, 2027. In connection therewith, the Company issued HCWG a five-year warrant to purchase up to 312,500 shares of its common stock at a per share exercise price of $12.00. The interest rate increases to 14% if the Line of Credit Agreement is extended. In April 2025, following the cashless exercise of the warrant, 164,500 shares of Company common stock were issued to HCWG.
Collaboration and License Agreement between NeOnc and Orient EuroPharma Co., Ltd.
On November 8, 2013, we entered into a Collaboration and License Agreement with Orient EuroPharma Co., Ltd. (“OEP”), which is partially owned by Dr. Chiang, a former director, pursuant to which NeOnc licensed OEP the right to commercialize NEO100. On February 20, 2024, OEP and the Company entered into a settlement agreement whereas the Company and OEP terminated the OEP Agreement in exchange for a payment in the amount of $4,000,000 payable by the Company to OEP within ten days of the close of our initial public offering.
License Agreement by and between NeOnc Technologies and Neucen Biomedical Co., Ltd
On December 5, 2015, we previously entered into a License Agreement with Neucen Biomedical Co. Ltd. (“Neucen”), which is owned in part by the spouse of Dr. Alan Chiang and Thomas Chen, pursuant to which NeOnc licensed to Neucen the right to commercialize NEO212. We terminated this License Agreement on May 30, 2023.
| Item 7.01. | Regulation FD Disclosure. |
The information under Item 2.02, above, is incorporated herein by reference.
The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 14, 2025 | NeOnc Technologies Holdings, Inc. | ||
| By: | /s/ Amir Heshmatpour | ||
| Name: | Amir Heshmatpour | ||
| Title: | Chief Executive Officer, President and Executive Chairman | ||
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Exhibit 99.1
NeOnc Technologies Holdings Reports Third Quarter 2025 Results and Provides Operational Update
CALABASAS, Calif., Nov. 14, 2025 (GLOBE NEWSWIRE) -- NeOnc Technologies Holdings, Inc. (NTHI) (“NeOnc” or the “Company”), a multi-Phase 2 clinical-stage biopharmaceutical company pioneering therapies for central nervous system (CNS) cancers, today announced financial results for the quarter ended September 30, 2025, and provided an update on recent operational achievements and upcoming milestones.
Third Quarter & Recent Corporate Highlights
| ● | Middle East – NuroMENA, the UAE-based subsidiary, advanced its regional partnerships by appointing His Highness Sheikh Nahyan bin Zayed Al Nahyan as Executive Chairman, signing a Master Services Agreement with M42’s IROS, and completing ADGM incorporation. The company also progressed a $50 million strategic partnership with Quazar Investment, strengthening Abu Dhabi–US collaboration in brain cancer treatment. |
| ● | Non-Dilutive NIH Funding – Awarded $2.5 million in STTR grants to advance NEO212 for gliomas and leukemia, underscoring strong scientific validation and external funding support. |
| ● | Technology Expansion – Executed an agreement to acquire an Advanced AI and 3D Bioprinting IP. |
| ● | Media & Market Visibility |
| ○ | Featured on Fox Business, Bloomberg Television |
| ○ | Interviewed on Yahoo Finance’s Trader Talk podcast discussing AI and biotech’s role in brain cancer treatment. |
| ○ | Entered a 12-part national TV and media campaign with New to The Street, including commercials, earned media, and billboards. |
| ○ | Interviewed live by Kenny Polcari (@Floorstocks). |
| ● | Index Inclusion – Joined the Russell Microcap® Index, broadening exposure to institutional investors. |
| ● | Strong IP Protection – Global patent portfolio spans all major pharmaceutical markets, covering the company’s core CNS oncology assets. |
| ● | Executive Leadership – Appointed Amir Heshmatpour as Chief Executive Officer to Drive Next Phase of Clinical and Corporate Growth |
| ● | Scientific Leadership - Appointed leading neuro-oncologists Dr. David M. Ashley (Duke University), Dr. Alexandra M. Miller (NYU Langone Health), and Dr. Henry S. Friedman to its Scientific Advisory Board |
Clinical Pipeline Progress
NEO100-01 – Intranasal therapy for malignant recurrent WHO Grade 3 /4 IDH1 Astrocytoma
| ● | Announced Phase 2a clinical results for NEO100 in recurrent brain cancer, showing a 21% response rate vs. <8% historical average |
| ● | 44% of patients achieved six-month progression-free survival vs. 21-31% in historical datasets |
| ● | 33% remained alive ≥18 months after initiation of NEO100, demonstrating long term survival |
| ● | No significant toxicity was reported |
| ● | Dr. Henry Friedman of Duke University emphasized the implications of these findings, stating, “The results from NEO100 signify a potential paradigm shift in the treatment of recurrent IDH1-mutant gliomas.” |
| ● | The findings were presented to the investment community during NeOnc’s November 12, 2025, investor conference call, which is available for replay at: https://www.webcaster5.com/Webcast/Page/3151/53234. |
| ● | Full Phase 2a enrollment completed |
| ● | Top-line data readout anticipated in May 2026 |
NEO212 – Bio-conjugated therapy for primary and metastatic brain tumors
| ● | FDA authorization to proceed with Phase II Clinical Trial of NEO212 – a first-in-class oral chemical conjugated chemotherapy candidate for brain cancer |
| ● | Final patient cohort in Phase I on track to complete dosing in 2025. |
NEO100-3 – Pediatric brain tumor trial initiated with patient recruitment underway.
Financial Results for Q3 2025
| ● | G&A expenses: $903k vs. $244k in Q3 2024, reflecting expanded marketing, rent, travel, and Middle East partnership-related costs. |
| ● | R&D expenses: $715K vs. $957k in Q3 2024, driven by active management of NEO100 trial sites, recruitment for NEO212, initiation of NEO100-3, and overall patient recruitment activity. |
| ● | Net loss: $8.6 million or $0.45 per diluted share, compared to $2.2 million or $0.12 per diluted share in Q3 2024, primarily due to increased general and administrative expenses, as well as stock-based compensation expenses. |
Amir Heshmatpour, Executive Chairman, President & CEO of NeOnc Technologies Holdings, Inc., commented:
“Q3 2025 was a defining quarter for NeOnc—one that firmly positions us at the forefront of innovation in CNS oncology. We delivered exceptional clinical progress, highlighted by highly encouraging Phase 2a data from our NEO100 program that signal a potential paradigm shift for patients battling recurrent high-grade gliomas. We also achieved a major regulatory milestone with FDA clearance to advance our second asset, NEO212, into Phase 2 trials, further strengthening the depth and momentum of our pipeline.
Strategically and financially, we reinforced the foundation for long-term global growth. We secured meaningful support from the NIH and finalized a landmark $50 million commitment through our NuroMENA subsidiary—an agreement that accelerates our expansion across the Middle East and positions NeOnc as a clinical and scientific partner of choice in the region. This progress is further strengthened by the appointment of H.H. Sheikh Nahyan bin Zayed Al Nahyan as Executive Chairman of NuroMENA, whose leadership and vision bring extraordinary strategic value and elevate our international standing.
With a fortified leadership team, heightened market visibility, and multiple significant clinical catalysts ahead, NeOnc enters the next stage of execution with confidence. We are advancing life-changing therapies for patients who urgently need new options, while driving meaningful value creation for our shareholders.
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Upcoming Catalysts
| ● | Q4 2025 – Completion of NEO212 Phase I final cohort dosing. |
| ● | May 2026 – NEO100-01 top-line data readout. |
| ● | Near-term – Closing and funding of the Quazar Investment of $50 million. |
ABOUT NEONC TECHNOLOGIES HOLDINGS, INC.
NeOnc
Technologies Holdings, Inc. is a clinical-stage life sciences company focused on the development and commercialization of central nervous
system therapeutics that are designed to address the persistent challenges in overcoming the blood-brain barrier. The company’s
NEO™ drug development platform has produced a portfolio of novel drug candidates and delivery methods with patent protections
extending to 2038. These proprietary chemotherapy agents have demonstrated positive effects in laboratory tests on various types of cancers
and in clinical trials treating malignant gliomas. NeOnc’s NEO100™ and NEO212™ therapeutics are in Phase II human
clinical trials and are advancing under FDA Fast-Track and Investigational New Drug (IND) status. The company has exclusively licensed
an extensive worldwide patent portfolio from the University of Southern California consisting of issued patents and pending applications
related to NEO100, NEO212, and other products from the NeOnc patent family for multiple uses, including oncological and neurological
conditions.
For more about NeOnc and its pioneering technology, visit neonc.com.
Important Cautions Regarding Forward Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology
such as “may,” “will,” “should,” “intend,” “expect,” “plan,”
“budget,” “forecast,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue,” “evaluating,” or similar words. Statements that contain these words should
be read carefully, as they discuss our future expectations, projections of future results of operations or financial condition, or other
forward-looking information.
Examples of forward-looking statements include, among others, statements regarding the potential positive effects of NEO100. These statements reflect our current expectations based on information available at this time, but future events may differ materially from those anticipated. The “Risk Factors” section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, along with other cautionary language in that report or in our subsequent filings, outlines important risks and uncertainties. These may cause our actual results to differ materially from the forward-looking statements herein. We assume no obligation to revise or update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by applicable securities laws and regulations.
“NEO100” and NEO “212” are registered trademarks of NeOnc Technologies Holdings, Inc.
Company
Contact:
[email protected]
Investor
Contact:
James Carbonara
Hayden IR
(646)-755-7412
[email protected]
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