NeOnc Technologies Holdings Inc美股招股说明书(2026-06-23版)

555,554 shares of Common Stock This prospectus relates to the resale by the selling stockholder named herein (the “Selling Stockholder”), or its respective transferees,pledgees, donees or other successors-in-interest, from time to time, of up to 555,554 of our shares (the “Shares”) of common stock, parvalue $0.0001 (“Common Stock”) of NeOnc Technologies Holdings, Inc., a Delaware corporation (the “Company”) consisting of (i)277,777 shares of Common Stock and (ii) 277,777 shares of Common Stock issuable upon exercise of a warrant (“Warrant”). We areregistering the Shares on behalf of the Selling Stockholder, to be offered and sold from time to time, to satisfy certain registrationrights that we have granted to the Selling Stockholder. On April 20, 2026, the Company entered into a securities purchase agreement with the Selling Stockholder, pursuant to which theCompany issued the Selling Stockholder 277,777 shares of Common Stock and a Warrant to purchase 277,777 shares of CommonStock. See “Description of Private Placement”, and the section titled “Selling Stockholder” for additional information regarding theSelling Stockholder. The Selling Stockholder 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 17 of this prospectus. The Selling Stockholder will bear itsrespective commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein, held by theSelling Stockholder. 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 June12, 2026, the last reported sale pricefor our Common Stock on the Nasdaq Global Market was $4.75 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 5of this prospectus, contained in the applicable prospectus andprospectus supplement and in any related free writing prospectus, and under similar headings in the other documents that areincorporated by reference into this prospectus or any prospectus supplement before making a decision to purchase oursecurities. 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 June23, 2026 TABLE OF CONTENTS PageAbout This ProspectusiiSpecial Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering4Risk Factors5Use of Proceeds7Selling Stockholder10Description of Securities11Plan of Distribution17Legal Matters19Experts19Where You Can Find More Information19Incorporation of Certain Information by Reference20 You should rely only on the information contained in this prospectus. Neither we nor the Selling Stockholder 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 Stockholder is 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 Stockholder may sell from time to time upto 277,777 shares of Common Stock and 277,777 shares of Common Stock issuable upon exercise of the Warrant as described in thisprospectus. We are not selling any sha