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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 1.01. | Entry into a Material Definitive Agreement. |
On August 18, 2025, NeOnc Technologies Holdings, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with the members (the “Members”) of JandB Holdings, LLC (“JandB”). Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding membership interests of JandB in exchange for an amount of shares of Company common stock equal to (a) 120,000 shares of Company common stock with an attributed value of $25 per share, less (b) an amount of shares equal to (x) the aggregate transaction fees incurred by the Company in connection with all of the transactions related to the Agreement divided by (y) $25.00, rounded up to the nearest whole share.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On August 18, 2025, the Company completed the acquisition of JandB in accordance with the terms of the Share Exchange Agreement. The acquisition was consummated upon the execution of the Agreement. As a result, JandB is now a wholly owned subsidiary of the Company.
| Item 2.02. | Results of Operations and Financial Condition. |
On August 19, 2025, the Company issued a press release reporting second 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 3.02. | Unregistered Sales of Equity Securities. |
The disclosure in Item 1.01 and 2.01 above is incorporated by reference into this Item 3.02
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 18, 2025, Dr. Ming-Fu Chiang notified the Board of Directors (the “Board”) of the Company of his decision to resign from the Board, effective immediately. Mr. Chiang’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Dr. Chiang will continue serving on the Company’s science advisory board.
On August 18, 2025, in connection with the execution of the Agreement, the Board of the Company elected Ishwar Puri as a director of the Company, effective immediately, to serve until the Company’s 2025 annual meeting of stockholders.
Since August 2021, Mr. Puri has served as senior vice president, research and innovation and a professor of aerospace and mechanical engineering at University of Southern California (“USC”). He oversees the USC Office of Research and Innovation that guides the university’s research programs. Prior to his appointment at USC, Puri was dean of the Faculty of Engineering and professor at McMaster University in Hamilton, Ontario, Canada. In Canada, he was one of 18 members of the Natural Sciences and Engineering Research Council of Canada, an appointment made by the governor general of Canada. He served as chair of the Canadian National Council of Deans of Engineering and Applied Science, now called Engineering Deans Canada. He holds a bachelor’s degree in mechanical engineering from the University of Delhi’s College of Engineering and obtained his master’s degree in engineering science (applied mechanics) and PhD from the University of California, San Diego.
There is no arrangement or understanding between Mr. Puri 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.
As detailed in Item 1.01 above, the Company and Mr. Puri, as a Member holding 50% of the membership interests of JandB, entered into the Agreement. The information under Item 1.01, above, is incorporated herein by reference.
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| 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 | |
| 10.1 | Share Exchange Agreement, dated August 18, 2025 | |
| 99.1 | Press Release, dated August 19, 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: August 22, 2025 | NeOnc Technologies Holdings, Inc. | ||
| By: | /s/ Amir Heshmatpour | ||
| Name: | Amir Heshmatpour | ||
| Title: | President and Executive Chairman | ||
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Exhibit 10.1
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (this “Agreement”) is entered into as of August 18, 2025 (the “Effective Date”), by and among NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the members of JandB Holdings, LLC (the “Members”).
Recitals
Whereas, the Members collectively own 100% of the membership interest (“Membership Interest”) in JandB Holdings, LLC (“JandB”);
Whereas, the Members desire to exchange their Membership Interest for 120,000 shares of Company common stock, par value $0.0001 per share (the “Exchange Shares”), at an agreed per share value of $25 per Exchange Share, (less the expenses associated with this acquisition); and
Now, Therefore, in consideration of these premises and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Agreement To Exchange.
1.1 Authorization of Exchange Shares. The Company has authorized the issuance to Members of the Exchange Shares. The Exchange Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, as may be amended from time to time (the “Restated Certificate”).
1.2 The Exchange. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, Members hereby surrender, transfer and assign the Membership Interest to the Company in exchange for the Company’s issuance to the Members of the Exchange Shares (such exchange, the “Exchange”).
2. Closing and Delivery.
2.1 Closing. The closing of the Exchange as contemplated herein (the “Closing”) shall take place remotely by the exchange of signatures electronically on the date hereof, or at such other time, place, and manner upon which the Company and the Members agree, either orally or in writing.
2.2 Delivery. At or prior to the Closing, the Members shall deliver to the Company an acknowledgement and transfer of membership interests in the form attached hereto as Exhibit A duly executed in favor of the Company. Subject to the foregoing, at the Closing, the Company will deliver to the Members a statement from its transfer agent representing such number of Exchange Shares to which the Members are entitled as a result of the exchange provisions herein.
3. Representations And Warranties Of The Company.
The Company hereby represents and warrants to the Members as of the date of this Agreement that the following is true and correct:
3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue the Exchange Shares, to carry out the provisions of this Agreement and the Restated Certificate and to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.
3.2 Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, issuance and delivery of the Exchange Shares pursuant hereto has been taken prior to the Closing. This Agreement constitutes valid and binding obligations of the Company enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies. The issuance of the Exchange Shares is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.
3.3 Issuance of the Exchange Shares. The Exchange Shares are duly authorized and, when issued in accordance with the applicable provisions herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.
4. Representations And Warranties Of the Members.
The Members hereby represent and warrant to the Company as of the date of this Agreement that the following is true and correct:
4.1 Requisite Power and Authority. The Members have all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out its provisions. All actions on the Members’ part required for the lawful execution and delivery of this Agreement have been or will be effectively taken prior to the Closing. Upon its execution and delivery, this Agreement will be valid and binding obligations of the Members, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies.
4.2 Investment Representations. The Members understand that the Exchange Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Accredited Investors. The Members are accredited investors as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
4.4 Access to Counsel and Advisors. The Members have had a reasonable opportunity to consult with counsel of the Members’ own choosing (as well as tax and financial advisors of their own choosing) regarding this Agreement and the transactions contemplated hereby. The Members have had the opportunity to review with the Members’ tax advisors the tax consequences of the transactions contemplated by this Agreement. The Members are relying solely on such advisors and not on any statements or representations of the Company, any other investors in the Company or any of their respective agents. The Members understands that the Members (and not the Company) shall be responsible for their tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.
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4.5 Sophisticated Members. Such Members (a) are sophisticated individuals familiar with transactions similar to those contemplated by this Agreement, (b) have adequate information concerning the business and financial condition of the Company to make an informed decision regarding the Exchange, and (c) have independently and without reliance upon the Company, and based on such information and the advice of such advisors as such Members have deemed appropriate, made their own analysis and decision to enter into this Agreement. The Members acknowledge that neither the Company nor their respective officers, directors, members, managers, partners, advisors, attorneys, agents or affiliates are acting as a fiduciary or financial or investment adviser to such Members, and have not given the Members any investment advice, opinion or other information on whether the Exchange is prudent. Such members understand that the Company will rely on the accuracy and truth of the foregoing representations, and such Members hereby consent to such reliance and the Company shall not have any liability to such Members, and such Members to the fullest extent of the law waives and releases any claims, whether known or unknown, that it might have against the Company, whether under applicable securities laws or otherwise, with respect to the Exchange and the transactions contemplated by this Agreement.
4.6 JandB Assets. The Members represent and warrant that JandB owns all assets contributed to JandB by such Members free and clear of any lien, encumbrance or other adverse claim and upon the acquisition of U.S. Patent No. 11,788,057, such patent will be owned free and clear of any lien, encumbrance or other adverse claim.
5. Limitations on Transfer. The Members will not assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Exchange Shares except in compliance with the provisions of applicable securities laws.
6. Restrictive Legends. The Members understand and agree that the Company will place the legends set forth below or similar legends on the Exchange Shares, together with any other legends that may be required by state or federal securities laws, the Restated Certificate, the Company’s Amended and Restated Bylaws (as amended and/or restated from time to time, the “Bylaws”), or any stockholder agreements of the Company:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.”
7. Miscellaneous.
7.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assignees of the parties.
7.2 Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware without giving effect to any choice of law or rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties.
7.3 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms.
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7.4 Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
7.5 Counterparts. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
7.6 Entire Agreement. This Agreement reflects the entire agreement among the parties with respect to the matters set forth herein and supersedes any prior agreements, commitments, discussions and understandings, oral or written, with respect thereto. This Agreement may be amended or modified only upon the written consent of the Company and the Members.
7.7 Notice. Any notice required to be given under the terms of this Agreement to any party shall be addressed to such party at such party’s address as set forth on the signature page hereto, or as subsequently modified by written notice.
[Remainder of Page Intentionally Left Blank - Signature Page Follows]
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In Witness Whereof, the parties hereto have executed the Exchange Agreement as of the date set forth in the first paragraph hereof.
| COMPANY: | ||
| NeOnc Technologies Holdings, Inc. | ||
| By: | /s/ Amir Heshmatpour | |
| Name: | Amir Heshmatpour | |
| Title: | President and Executive Chairman | |
| Address: | ||
| 23975 Park Sorrento, Suite 205 | ||
| Calabasas, California 91302 | ||
| Email: | [email protected] | |
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In Witness Whereof, the parties hereto have executed the Exchange Agreement as of the date set forth in the first paragraph hereof.
| MEMBERS: | |
| /s/ Ishwar Puri | |
| Ishwar Puri |
| Address: | ||
| 920 Oliver Street | ||
| South Pasadena, CA 91030 | ||
| Email: | [email protected] | |
| /s/ Beth R. Levinson | |
| Beth R. Levinson |
| Address: | ||
| 920 Oliver Street | ||
| South Pasadena, CA 91030 | ||
| Email: | [email protected] | |
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EXHIBIT A
ACKNOWLEDGMENT AND TRANSFER OF MEMBERSHIP INTERSTS
(attached)
A-1
ACKNOWLEDGMENT AND TRANSFER OF MEMBERSHIP INTERESTS
JANDB HOLDINGS, LLC
The undersigned, Ishwar Puri, a Member of JandB Holdings, LLC, a Delaware limited liability company (the “Company”), hereby transfers the entirety of the membership interests owned by him (the “Transferred Interests”), which such Transferred Interests represent a 50% interest in the Company, to NeOnc Technologies Holdings, Inc., a Delaware corporation (“Transferee”).
Dated effective as of August 18, 2025.
| /s/ Ishwar Puri | |
| Ishwar Puri |
The undersigned, for and on behalf of Transferee, hereby expressly accepts the transfer of the aforementioned Transferred Interests of Ishwar Puri. Upon the transfer to the undersigned of the aforementioned Transferred Interests of Ishwar Puri, the undersigned shall become a Member of the Company, and shall be a holder of the Transferred Interests for all purposes.
Accepted by Transferee, effective as of August 18, 2025.
| NEONC TECHNOLOGIES HOLDINGS, INC. | ||
| By: | /s/ Amir Heshmatpour | |
| Name: | Amir Heshmatpour | |
| Title: | President | |
A-2
ACKNOWLEDGMENT AND TRANSFER OF MEMBERSHIP INTERESTS
JANDB HOLDINGS, LLC
The undersigned, Beth R. Levinson, a Member of JandB Holdings, LLC, a Delaware limited liability company (the “Company”), hereby transfers the entirety of the membership interests owned by her (the “Transferred Interests”), which such Transferred Interests represent a 50% interest in the Company, to NeOnc Technologies Holdings, Inc., a Delaware corporation (“Transferee”).
Dated effective as of August 18, 2025.
| /s/ Beth R. Levinson | |
| Beth R. Levinson |
The undersigned, for and on behalf of Transferee, hereby expressly accepts the transfer of the aforementioned Transferred Interests of Beth R. Levinson. Upon the transfer to the undersigned of the aforementioned Transferred Interests of Beth R. Levinson, the undersigned shall become a Member of the Company, and shall be a holder of the Transferred Interests for all purposes.
Accepted by Transferee, effective as of August 18, 2025.
| NEONC TECHNOLOGIES HOLDINGS, INC. | ||
| By: | /s/ Amir Heshmatpour | |
| Name: | Amir Heshmatpour | |
| Title: | President | |
A-3
Exhibit 99.1
NeOnc Technologies Holdings Reports Second Quarter 2025 Results and Provides Operational Update
CALABASAS, Calif. and ABU DHABI, United Arab Emirates, Aug. 19, 2025-- NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI), a multi–Phase 2 clinical-stage biotechnology company pioneering therapies for central nervous system (CNS) cancers, today announced financial results for the quarter ended June 30, 2025, and provided an update on recent operational achievements and upcoming milestones.
Second Quarter & Recent Corporate Highlights
| ● | $50 Million Strategic Partnership Secured – All contingencies finalized with Quazar Investment following incorporation of NuroMENA Holdings under Abu Dhabi Global Market (ADGM). This partnership will launch an advanced GCC & MENA clinical trials platform and expand NTHI’s global footprint. |
| ● | 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 – Signed definitive agreement to acquire AI, 3D bioprinting, and quantum modeling IP portfolio from Dr. Ishwar K. Puri. |
| ● | Media & Market Visibility – |
| ○ | Featured 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. |
| ○ | Executive Chairman interviewed live by Kenny Polcari (@Floorstocks). |
| ● | Index Inclusion – Joined the Russell Microcap® Index, broadening exposure to institutional investors. |
| ● | Clinical Leadership – Appointed Dr. Josh Neman as Chief Clinical Officer to lead clinical strategy and translational oncology programs. |
| ● | Strong IP Protection – Global patent portfolio spans all major pharmaceutical markets, covering the company’s core CNS oncology assets. |
Clinical Pipeline Progress
NEO100-01 – Intranasal therapy for malignant gliomas
| ● | Full Phase 2a enrollment expected by September 2025. |
| ● | Top-line data readout anticipated in early 2026. |
NEO212 – Bio-conjugated therapy for brain cancer
| ● | Final patient cohort in Phase I on track to complete dosing in 2025. |
NEO100-3 – Pediatric indication trial initiated with patient recruitment underway.
Financial Results for Q2 2025
| ● | G&A expenses: $984K vs. $290K in Q2 2024, reflecting expanded marketing, rent, travel, and Middle East partnership-related costs. |
| ● | R&D expenses: $677K vs. $394K in Q2 2024, driven by additional NEO100 trial sites, increased recruitment for NEO212, initiation of NEO100-3, and overall patient recruitment expansion. |
| ● | Net loss: $5.68M or $0.30 per diluted share, compared to $4.52M or $0.27 per diluted share in Q2 2024, primarily due to absence of prior-year financing-related and stock based compensation expenses. |
Executive Chairman Commentary
Amir Heshmatpour, Executive Chairman and President of NeOnc Technologies Holdings, stated:
“This has been a transformative period for NeOnc. Meeting all the outstanding contingencies for our $50 million strategic partnership with Quazar Investment, being added to the Russell Microcap Index, advancing multiple clinical programs, and acquiring cutting-edge AI and quantum modeling capabilities position us for accelerated growth. We believe these developments not only strengthen our clinical and technological platforms but also create a solid foundation for long-term shareholder value creation. Looking ahead, we expect to have fully enrolled both our NEO100-01 and NEO212 trials before end of 3rd Quarter, with FDA readouts anticipated by the end of 2025 and into the beginning of Q1 2026. Our focus remains on delivering life-changing therapies for patients while executing on strategic initiatives that can significantly expand our market opportunity.”
Upcoming Catalysts
| ● | Q3 2025 – Completion of NEO100-01 Phase 2a enrollment. |
| ● | 2025 – Completion of NEO212 Phase I final cohort dosing. |
| ● | Early 2026 – NEO100-01 top-line data readout. |
| ● | Near-term – Closing and funding of the Quazar Investment $50 million transaction. |
About NeOnc Technologies Holdings, Inc.
NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI) is a multi–Phase 2 clinical-stage biotechnology company developing novel therapies for brain cancer and other CNS disorders. With a robust intellectual property portfolio, advanced delivery platforms, and collaborations with leading academic centers, NeOnc is committed to transforming outcomes in some of the most difficult-to-treat areas of oncology.
“NEO100” and “NEO212” are registered trademarks of NeOnc Technologies Holdings, Inc.
Company Contact: [email protected]
Investor Contact: James Carbonara, Hayden IR – (646) 755-7412 | [email protected]