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8-KAccepted Sep 10, 10:27 AM ET

NEONC Technologies Announces ~$15M Registered Direct Offering

NTHINEONC TECHNOLOGIES HOLDINGS, INC.

Accepted (ET)

10:27 AM

Sep 10, 2026

Filed

Sep 10, 2026

Documents

18

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891.4 KB

Summary

NEONC Technologies Announces ~$15M Registered Direct Offering

Updated

What Happened NeOnc Technologies Holdings, Inc. (NTHI) announced on Sept. 8, 2026 that it entered into securities purchase agreements for a registered direct offering expected to close on Sept. 10, 2026. The Offering includes 2,610,715 common shares, pre-funded warrants to purchase up to 960,715 shares, and accompanying warrants to purchase up to 3,571,430 shares, at a combined price of $4.20 per share and accompanying warrant. Gross proceeds are expected to be approximately $15.0 million before placement agent fees and offering expenses. The Company said net proceeds will be used for working capital, general corporate purposes and redemption of Series A Convertible Preferred Stock.

Key Details

  • Offering size and pricing: 2,610,715 common shares; pre-funded warrants for up to 960,715 shares; total accompanying warrants for up to 3,571,430 shares; combined price $4.20 per share+Warrant.
  • Warrant terms: exercise price $4.20 per share, immediately exercisable (subject to beneficial ownership limits), 5-year term.
  • Pre-Funded Warrant terms: exercise price $0.0001 per share; purchase price equals share+warrant price minus $0.0001; exercisable immediately.
  • Fees, closing and covenants: Placement agents Roth Capital Partners and A.G.P./Alliance Global Partners; placement fee 7% of gross proceeds; closing expected Sept. 10, 2026; CEO and CMO subject to 90-day lock-ups; 30-day limited restriction on certain additional issuances/filings by the Company.

Why It Matters This financing will provide near-term cash (~$15M gross) to support operations and to redeem Series A Convertible Preferred Stock, which can reduce outstanding preferred claims on equity. However, the issuance of shares, pre-funded warrants and detachable warrants will dilute existing shareholders; the warrants (and pre-funded warrant exercises) can increase share count further if exercised. Placement agent fees (7%) and other expenses will reduce net proceeds. Lock-up agreements limit insider sales for 90 days, so immediate insider selling pressure is curtailed.

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