NeOnc Technologies Holdings Inc 美股招股说明书（2026年4月10日版）

$75,000,000Common Stock This prospectus supplement relates to the issuance and sale of shares of our common stock, par value $0.0001 per share (“CommonStock”), having an aggregate offering price of up to $75,000,000, from time to time through or to BTIG, LLC and A.G.P./AllianceGlobal Partners, acting as placement agent and/or principal (the “Placement Agents”). Any sales consummated under this prospectussupplement will be made under an “at the market” offering program under the terms of an Equity Distribution Agreement between us Our Common Stock is listed on the Nasdaq Global Market under the symbol “NTHI.” On April 9, 2026, the last reported sale price forour Common Stock on the Nasdaq Global Market was $5.12 per share. Sales of our Common Stock, if any, under this prospectus supplement may be made in sales deemed to be “at the market offerings” asdefined in Rule415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. The Placement Agents arenot required to sell any specific number or dollar amount of securities but will use commercially reasonable efforts, consistent withtheir normal trading and sales practices, to sell on our behalf all of the shares of Common Stock requested to be sold by us on mutuallyagreed terms between the Placement Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar The Placement Agents will be entitled to compensation under the terms of the Agreement at a commission rate equal to 3.0% of thegross proceeds from the sales of Common Stock sold. In connection with the sale of the Common Stock on our behalf, the PlacementAgents will be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Placement Agents Investing in our Common Stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-5 of thisprospectus supplement, page4 of the accompanying prospectus, and the documents incorporated by reference into this Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any A.G.P. BTIG Prospectus Supplement dated April 10, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofCommon Stock and also adds to and updates information contained in the accompanying prospectus, or the base prospectus, and thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part, theaccompanying prospectus, dated April9, 2026, provides more general information, some of which may not apply to this offering.Generally, when we refer to this prospectus supplement, we are referring to both parts of this document combined. To the extent thereis a conflict between the information contained in this prospectus supplement and the information contained in the accompanying This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with theSEC, using a “shelf” registration process. The $75,000,000 of Common Stock that may be offered, issued and sold under thisprospectus is included in the $300,000,000 of securities that may be offered, issued and sold by us pursuant to our shelf registration We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales arepermitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Common Stock incertain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectussupplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus supplement and theaccompanyingprospectus form a part,includes additional information not contained in this prospectus supplement or theaccompanying prospectus. You should read this prospectus supplement, the registration statement and the accompanying prospectustogether with the documents incorporated by reference into this prospectus supplement and into the accompanying prospectus before You should not assume that the information in this prospectus supplement, the accompanying prospec