NeOnc Technologies Holdings Inc美股招股说明书(2026-04-16版)

680,558 shares of Common Stock This prospectus relates to the resale by the selling stockholders named herein (the “Selling Stockholders”), or their respectivetransferees, pledgees, donees or other successors-in-interest, from time to time, of up to 680,558 of our shares (the “Shares”) ofcommon stock, par value $0.0001 (“Common Stock”) of NeOnc Technologies Holdings, Inc, a Delaware corporation (the “Company”)consisting of (i) 340,279 shares of Common Stock and (ii) 340,279 shares of Common Stock issuable upon exercise of warrants(“Warrants”). We are registering the Shares on behalf of the Selling Stockholders, to be offered and sold from time to time, to satisfycertain registration rights that we have granted to the Selling Stockholders. On February24, 2026 and March20, 2026, the Company entered into securities purchase agreements with the Selling Stockholders,pursuant to which the Company issued the Selling Stockholders an aggregate of 340,279 shares of Common Stock and Warrants topurchase 340,279 shares of Common Stock. See “Description of Private Placement”, and the section titled “Selling Stockholders” foradditional information regarding the Selling Stockholders. The Selling Stockholders may resell or dispose of the Shares, or interests therein, at fixed prices, at prevailing market prices at the timeof sale or at prices negotiated with purchasers, to or through underwriters, broker-dealers, agents, or through any other meansdescribed under the heading “Plan of Distribution” beginning on page 16 of this prospectus. The Selling Stockholders will bear theirrespective commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by theSelling Stockholders. We will bear all costs, expenses and fees in connection with the registration of the Shares. Our Common Stock is listed on the Nasdaq Global Market under the symbol “NTHI.” On April8, 2026, the last reported sale price forour Common Stock on the Nasdaq Global Market was $5.37 per share. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 5 of this prospectus, contained in the applicable prospectus supplementand in any related free writing prospectus, and under similar headings in the other documents that are incorporated byreference into this prospectus or any prospectus supplement before making a decision to purchase our securities. 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 representation to the contrary is a criminal offense. The date of this prospectus April16, 2026 TABLE OF CONTENTS PageAbout This ProspectusiiSpecial Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering4Risk Factors5Use of Proceeds7Selling Stockholders9Description of Securities11Plan of Distribution16Legal Matters18Experts18Where You Can Find More Information18Incorporation of Certain Information by Reference19 You should rely only on the information contained in this prospectus. Neither we nor the Selling Stockholders have authorizedany other person to provide you with information different from or in addition to that contained in this prospectus. If anyoneprovides you with different or inconsistent information, you should not rely on it. The Selling Stockholders are not making anoffer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the informationappearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financialcondition, results of operations and prospects may have changed since that date. We further note that the representations, warranties and covenants made by us in any document that is filed as an exhibit tothe registration statement of which this prospectus is a part and in any document that is incorporated by reference herein weremade solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk amongthe parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, suchrepresentations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,warranties and covenants should not be relied on as accurately representing the current state of our affairs. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that NeOnc Technologies Holdings, Inc. (“we,” “us,” “NeOnc,” or the“Company”) filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders may sell from time to time upto 340,279 shares of Common Stock and 340,279 shares of Common Stock issuable upon exercise of the Warrants as described in t