---
schema_version: "secwatch.filing_event.v1"
accession: "0001829126-26-006400"
form_type: "8-K"
ticker: "NTHI"
cik: "0001979414"
company_name: "NEONC TECHNOLOGIES HOLDINGS, INC."
filed_at: "2026-06-12T10:01:14+00:00"
generated_at: "2026-06-12T10:07:00.952516+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# NeOnc Technologies raises up to $5M via Series A Convertible Preferred Stock

## Summary
- Up to $5M of Series A Convertible Preferred Stock sold at $833.34/share to accredited investors in private placement.
- Conversion price set at 80% of lowest closing price over prior 5 trading days, subject to $1.00 floor; 4.99% beneficial ownership limit.
- Company may redeem shares within 4 months (extendable twice, +$50/share per extension); if not redeemed, conversion activates and $166.67 added to stated value.
- Certificate of Designation filed with Delaware authorizing 6,000 shares with senior liquidation preference over common stock.
- Securities issued exempt under Section 4(a)(2) and Regulation D; registration rights granted for resale of conversion shares.

## SEC filing metadata
- accession: 0001829126-26-006400
- form_type: 8-K
- ticker: NTHI
- cik: 0001979414
- company_name: NEONC TECHNOLOGIES HOLDINGS, INC.
- filed_at: 2026-06-12T10:01:14+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1979414/000182912626006400/0001829126-26-006400-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1979414/000182912626006400/neonctechnologies_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001829126-26-006400
- JSON: https://secwatch.observer/filing/0001829126-26-006400.json
- Plain text: https://secwatch.observer/filing/0001829126-26-006400.txt

## Key facts
- Equity Issuances
  NEONC TECHNOLOGIES HOLDINGS, INC. issued up to 6,000 shares of preferred stock to certain accredited investors for $833.34 per share.
  - Security: preferred stock
  - Shares: up to 6,000 shares
  - Purchaser: certain accredited investors
  - Consideration: $833.34 per share
  source text: of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) in a private placement. The Series A Preferred Stock will be issued at a purchase price of $833.34 per share, with up to 6,000 shares authorized for issuance. The transactions contemplated by the Purchase Agreement are expected to close upon the satisfaction of customary
  evidence_url: https://www.sec.gov/Archives/edgar/data/1979414/000182912626006400/0001829126-26-006400-index.htm
- Governance Changes
  NEONC TECHNOLOGIES HOLDINGS, INC.: Amended Certificate of Incorporation to designate Series A Preferred Stock (effective 2026-06-10).
  - Change: charter amendment
  - Effective: 2026-06-10
  source text: On June 10, 2026, the Company amended its Certificate of Incorporation by filing the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, which authorized the Series A Preferred Stock with such preferences and rights as set forth in the Certificate of Designation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1979414/000182912626006400/0001829126-26-006400-index.htm
- Material Agreements
  NEONC TECHNOLOGIES HOLDINGS, INC. entered into Purchase Agreement with certain accredited investors valued at $5,000,000 (effective 2026-06-10).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investors
  - Value: $5,000,000
  - Effective: 2026-06-10
  source text: On June 10, 2026, NeOnc Technologies Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell up to an aggregate of $5,000,000 of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) in a private placement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1979414/000182912626006400/0001829126-26-006400-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.