NTHI 8-K/A
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).
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends and replaces fully Item 4.02 of the Current Report on Form 8-K filed on August 18, 2025 (the “Original Form 8-K”).
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On August 13, 2025, NeOnc Technologies Holdings, Inc. (the “Company”) discovered that in its Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on May 9, 2025 (the “March 31, 2025 Form 10-Q”), it had inadvertently overstated non-cash share-based compensation expense related to 1,486,667 restricted stock units (“RSUs”) issued on January 4, 2024, to members of management. The calculation used in the March 31, 2025 Form 10-Q on the aforementioned 1,486,667 RSUs incorrectly assumed the shares were fully vested as of March 31, 2025, which incorrect assumption resulted in a non-cash share-based compensation expense reflected in such periodic report. However, in reality, the shares vested over 22 months, and therefore, only 15 months vested as of March 31, 2025 which would have resulted in a non-cash share-based compensation expense. Management has discussed the matters described in this Item 4.02 with its independent auditors.
Management of the Company, after discussions with and among the Audit Committee of the Board of Directors and its independent auditors, concluded that the Company’s unaudited consolidated financial statements as of and for quarter ended March 31, 2025 should no longer be relied upon and should be restated. Such restatement is presented in its entirety in the Company’s Form 10-Q for the quarter ended June 30, 2025.
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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 19, 2025 | NeOnc Technologies Holdings, Inc. | ||
| By: | /s/ Amir Heshmatpour | ||
| Name: | Amir Heshmatpour | ||
| Title: | President and Executive Chairman | ||
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