NeOnc Technologies：美股招股说明书

NEONC TECHNOLOGIES HOLDINGS, INC. This prospectus supplement supplements the prospectus dated March 25, 2025 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (No. 333-284115). Capitalized terms used in this prospectus supplement and not otherwise definedherein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained inour: (1)Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025, filed with the Securities andExchange Commission (the “SEC”) on May 9, 2025 and August 18, 2025, respectively (the “Quarterly Report”); and (2)Current Reports on Form 8-K filed with the SEC on March 27, 2025, April 1, 2025, April 1, 2025, April 11, 2025, June 3, 2025,June 6, 2025, July 22, 2025, July 30, 2025, August 1, 2025, August 18, 2025, August 20, 2025, August 22, 2025, October 9, 2025,and November 6, 2025 (the “Current Reports”). Accordingly, we have attached the Quarterly Reports and Current Reports to this prospectus supplement. Our shares of Common Stock are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “NTHI”. On November12, 2025, the closing price of our Common Stock was $11.83 per share. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectusand this prospectus supplement, you should rely on the information in this prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 11 of the Prospectus, and under similar headings in any amendments orsupplements to the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of the securities to be issued under the Prospectus and this prospectus supplement or determined if the Prospectusand this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 13, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______to______ Commission file number 001-42567 NEONC TECHNOLOGIES HOLDINGS, INC.(Exact name of registrant as specified in its charter) (310) 663-7831Registrant’s telephone number, including area code Securities registered pursuant to Section12(b) of the Securities Exchange Act of 1934: Name of each exchange on which registeredNasdaq Global Market Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of theExchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 complyingwith any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ There were 19,026,776 shares of common stock outstanding as of May9, 2025. Explanatory Note In this report, the term “Company”, “we”, “us”, and “our refers toNEONC TECHNOLOGIES HOLDINGS, INC.and itswholly-owned subsidiary. This quarterly report on Form 10-Q includes forward-look