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Current Report · Items 3.03, 5.03, 7.01, 9.01 · 8-K

NeOnc Technologies Holdings, Inc.

NTHINASDAQEQUITYCurrent

Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 18, 2026 (the “Effective Date”), the Company filed an Elimination of Certificate of Designation with the Secretary of State of the State of Delaware to terminate the designation of its Series A Preferred Stock (the “Certificate of Elimination”).…

Filed Sep 21, 2026Accepted Sep 21, 2026, 4:30 PM EDTCIK 1979414Accession 0001829126-26-010282
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Company context

NeOnc Technologies Holdings, Inc. is a clinical-stage life sciences company focused on the development and commercialization of central nervous system therapeutics that are designed to address the persistent challenges in overcoming the blood-brain barrier. The company’s NEO™ drug development platform has produced a portfolio of novel drug candidates and delivery methods with patent protections extending to 2038. These proprietary chemotherapy agents have demonstrated positive effects in laboratory tests on various types of cancers and in clinical trials treating malignant gliomas. NeOnc’s NEO100™ and NEO212™ therapeutics are in Phase II human clinical trials and are advancing under FDA Fast-Track and Investigational New Drug (IND) status. The company has exclusively licensed an extensive worldwide patent portfolio from the University of Southern California consisting of issued patents and pending applications related to NEO100, NEO212, and other products from the NeOnc patent family for multiple uses, including oncological and neurological conditions.

Current securities

Recent company filings

  1. Regulation FD DisclosureSep 17, 2026
  2. 4 filingSep 15, 2026
  3. 4 filingSep 14, 2026
  4. Entry into a Material Definitive Agreement · Regulation FD DisclosureSep 10, 2026
  5. 424B5 filingSep 10, 2026

Registered securities in this filing

NEONC TECHNOLOGIES HOLDINGS, INC. · 8-K · Filed 2026-09-21

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.0001

Symbol
NTHI
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-09-15

Dimensions: Not supplied

Accession 000182912626010282 · 1 registered-security cover member

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Disclosure sections

Items 3.03, 5.03, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 18, 2026 (the “Effective Date”), the Company filed an Elimination of Certificate of Designation with the Secretary of State of the State of Delaware to terminate the designation of its Series A Preferred Stock (the “Certificate of Elimination”). The filing of the Certificate of Elimination was approved by the Company’s Board of Directors, and there were no shares of Series A Preferred Stock outstanding on the Effective Date. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 17, 2026, the Company issued a press release announcing that it redeemed for cash all outstanding shares of its Series A Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description ────────────────────────────────────────────────────────────────────────────────────── 3.1 Certificate of Elimination of Designation of Series A Convertible Preferred Stock 99.1 Press Release dated September 17, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) neonctechnologies_ex99-1.htm

Exhibit 99.1 NeOnc Technologies Redeems All Outstanding Series A Convertible Preferred Stock and Eliminates Related Potential Dilution Cash redemption simplifies the capital structure with no common shares issued in the redemption CALABASAS, Calif., Sept. 17, 2026 - NeOnc Technologies Holdings, Inc. (Nasdaq: NTHI) (“NeOnc” or the “Company”), a multi-Phase 2 clinical-stage biopharmaceutical company developing novel therapies for central nervous system (CNS) cancers, today announced that it has redeemed for cash all 6,000 outstanding shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) at their aggregate stated value of $6.0 million. Following the redemption, no shares of Series A Preferred Stock remain outstanding. The redemption was funded with a portion of the net proceeds from the Company’s $15 million registered direct offering announced on September 9, 2026, consistent with the use of proceeds disclosed for that offering. “We made a deliberate decision to redeem the Series A Preferred Stock in cash and eliminate the potential dilution these securities represented for our shareholders,” said Amir F. Heshmatpour, Executive Chairman, President a

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