NeOnc Technologies Holdings Inc美股招股说明书(2025-12-23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 111,732 ofour shares (the “Shares”) of common stock, par value $0.0001 (“common stock”) of NeOnc Technologies Holdings, Inc, a Delawarecorporation (the “Company”). On December 1, 2025, the Company entered into a securities purchase agreement with the selling stockholder. See“Description of Private Placement”, and the section titled “Selling Stockholders” for additional information regarding the SellingStockholder. For more information on possible methods of offer and sale by the Selling Stockholder, please see the section entitled“Plan of Distribution” beginning on page111 of this prospectus. We will bear all fees and expenses incident to our obligation toregister the offer and sale of the shares of common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “NTHI”. On December 9, 2025, the last reportedsale price of our common stock on The Nasdaq Global Market was $8.96 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securitieslaws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus andmay elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and aSmaller Reporting Company.” Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page6 ofthis prospectus 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 ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Prospectus dated December23, 2025 Table of Contents ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1SUMMARY FINANCIAL AND OTHER DATA4RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7MARKET AND INDUSTRY DATA9TRADEMARKS, SERVICE MARKS AND TRADENAMES10USE OF PROCEEDS11DIVIDEND POLICY12CAPITALIZATION13MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS14BUSINESS28MANAGEMENT80EXECUTIVE AND DIRECTOR COMPENSATION87SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT92CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS94DESCRIPTION OF SECURITIES99SHARES ELIGIBLE FOR FUTURE SALE103MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS105DESCRIPTION OF PRIVATE PLACEMENT109SELLING STOCKHOLDER110PLAN OF DISTRIBUTION111LEGAL MATTERS113EXPERTS113WHERE YOU CAN FIND ADDITIONAL INFORMATION113INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filedwith the Securities and Exchange Commission. Neither we nor the SellingStockholder have authorized anyone to provide anyinformation different from, or in addition to, the information contained in this prospectus and in any free writing prospectuseswe have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor the SellingStockholder take responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. The Selling Stockholder is offering to sell, and seeking offers to buy, shares of their common stock only under thecircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as ofits date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financialcondition, results of operations and prospects may have changed since such date. For investors outside the United States: Neither we nor the Selling Stockholder have done anything that would permitthe use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction whereaction for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of ourcommon stock by the Selling Stockholder and the distribution of this prospectus outside the United States. ABOUT THIS PROSPECTUS This prospectus relates to the offer and sale by the Selling Stockholder from time to time of 111,732 of common stock. We arenot selling any shares of common stock under this prospectus, and we will not receive any proceeds from the sale of shares of commonstock offered hereby by the Selling Stockholder. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectusforms a part that may contain material information relating to