UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 16, 2025 and July 18, 2025, NeOnc Technologies Holdings, Inc. (the “Company”) entered into Convertible Promissory Note Purchase Agreements (the “Note Purchase Agreements”) with certain unaffiliated accredited investors (the “Investors”). In connection with the Note Purchase Agreements, the Company issued Convertible Promissory Notes (the “Notes”) to the Investors in the aggregate principal amount of $5,000,000. The Notes carry an original issue discount of twenty percent (20%). The Notes mature on October 16, 2025 and October 18, 2025 (the “Maturity Dates”). At the option of the Company, the Maturity Dates may be extended by up to three (3) additional one (1) month periods; each month extension will add an additional five percent (5%) to the original issue discount. The Notes provide for certain events of default, including, among other things, the Company’s failure to pay to the Investors any amount when due under the Notes. Upon such an event of default as defined under the Notes, the Notes are convertible into shares of common stock at a conversion price of eighty percent (80%) of the lowest closing sale price on any trading day during the five (5) trading days prior to the date of conversion.
The foregoing descriptions of the Note Purchase Agreements and Notes do not purport to be complete and are qualified in their entirety by the terms and conditions of the Form of Note Purchase Agreement and Form of Note filed as Exhibit 10.1 and Exhibit 4.1, respectively, hereto and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures under Item 1.01 are incorporated here by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosures under Item 1.01 are incorporated here by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 4.1 | Form of Convertible Promissory Note | |
| 10.1 | Form of Convertible Promissory Note Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 22, 2025 | NeOnc Technologies Holdings, Inc. | ||
| By: | /s/ Amir Heshmatpour | ||
| Name: | Amir Heshmatpour | ||
| Title: | President and Executive Chairman | ||
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