NeOnc Technologies Holdings Inc美股招股说明书(2025-06-16版)

NeOnc Technologies Holdings, Inc. This prospectus relates to the offer and sale from time to time by the selling stockholders identified herein of up to 10,016,000 ofour shares of common stock, par value $0.0001 (“common stock”) of NeOnc Technologies Holdings, Inc, a Delaware corporation (the“Company”). On October 22, 2024, the Company entered into a purchase agreement (the “Equity Purchase Agreement”) with Mast Hill Fund,L.P. (“Mast Hill” or the “Selling Stockholder”) pursuant to which the Company may issue, from time to time, up to $50 million of commonstock to Mast Hill (the “ELOC Shares” and such financing, the “ELOC Financing”). In connection with the ELOC Financing, the Companyissued to Mast Hill 16,000 shares of common stock (the “ELOC Commitment Shares”). We may receive gross proceeds of up to $50 millionfrom the sale of common stock to Mast Hill under the Equity Purchase Agreement, from time to time, in our discretion after the date of theregistration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the Equity PurchaseAgreement. The purchase price for the shares that we may sell to Mast Hill under the Equity Purchase Agreement will fluctuate based on theprice of our common stock, and is subject to a floor price of $1.00. Based on the floor price of $1.00, the maximum number of ELOCShares that the Company can issue to the Selling Stockholder is 50 million shares. Since this prospectus only registers 10 million of suchELOC Shares, any issuance of ELOC Shares in excess of 10 million shares may only be issued upon the filing and the Securities ExchangeCommission declaration of effectiveness of a subsequent registration statement covering the additional shares. The actual amount ofproceeds we receive pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by theapplicable purchase price. The purchase price for each of the Put Shares equals 95% of the “Market Price”. Market Price is the lowestvolume weighted average price of the Company’s common stock on its principal market on any trading day during the Valuation Period.The Valuation Period is the period of five (5) trading days immediately following the date Mast Hill receives the Put Shares in its brokerageaccount. Mast Hill may sell the shares they receive immediately after receipt of such shares, which may be prior to final determination ofthe purchase price for such shares and could cause the price of our shares of common stock to decrease. See “Description of ELOCFinancing”, and the section titled “Selling Stockholders” for additional information regarding Mast Hill. For more information on possiblemethods of offer and sale by the Selling Stockholder, please see the section entitled “Plan of Distribution” beginning on page 118 of thisprospectus. Our stockholders may experience significant dilution as a result of our issuance of shares of common stock pursuant to theSecurities (see “Risk Factors” for more information). We may receive up to $50,000,000 in aggregate gross proceeds from sales of ELOCShares to Mast Hill that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the EquityPurchase Agreement. See section titled “Use of Proceeds” for more information. We will bear all fees and expenses incident to ourobligation to register the offer and sale of the shares of common stock. With respect to the ELOC Financing, Mast Hill is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the ELOC Shares may be deemed to be “underwriters” within the meaning of the Securities Actof 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on theresale of the ELOC Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of1933. Our common stock is listed on The Nasdaq Global Market under the symbol “NTHI”. On May 27, 2025, the last reported sale priceof our common stock on The Nasdaq Global Market was $7.41 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities lawsand, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may electto do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 5 of thisprospectus for the risks and uncertainties you should consider before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any repr