Core Insights - NeOnc Technologies Holdings, Inc. has successfully acquired an intellectual property portfolio that enhances its capabilities in drug discovery for CNS cancers [1][2][3] - The acquisition includes advanced technologies such as AI, 3D bioprinting, and quantum modeling, which will improve the efficiency and accuracy of therapeutic candidate screening [2][5] - The transaction was valued at $3.5 million, comprising $500,000 in cash and $3 million in common stock [3] Company Developments - The newly acquired technology allows for the creation of patient-derived 3D brain tumor models, facilitating high-throughput screening of drug candidates [2] - NeOnc's integration of this technology into its R&D operations is expected to support its strategic partnership with Quazar Investment Group for advancing clinical trials in the GCC region [3] - Dr. Ishwar K. Puri has joined NeOnc's Board of Directors, bringing significant expertise in research and innovation [4][5] Strategic Implications - The acquisition is seen as a transformative milestone for NeOnc, enabling faster and more humane drug development processes [5] - The technology is anticipated to reduce reliance on animal testing and expand potential applications beyond brain cancer to other neurological diseases [5] - NeOnc's NEO™ drug development platform, which includes NEO100™ and NEO212™, is currently in Phase II clinical trials and has received FDA Fast-Track status [6]

[Introduction and Agreement Overview](index=1&type=section&id=Introduction%20and%20Agreement%20Overview) This section details the parties, effective date, and purpose of the Share Exchange Agreement [Agreement Parties and Effective Date](index=1&type=section&id=Agreement%20Parties%20and%20Effective%20Date) This Share Exchange Agreement, effective August 18, 2025, is between NeOnc Technologies Holdings, Inc and the members of JandB Holdings, LLC - The Share Exchange Agreement is effective as of **August 18, 2025**[2](index=2&type=chunk) - Parties involved are **NeOnc Technologies Holdings, Inc.** (Company) and the members of **JandB Holdings, LLC** (Members)[2](index=2&type=chunk) [Recitals and Purpose of Exchange](index=1&type=section&id=Recitals%20and%20Purpose%20of%20Exchange) The Members collectively own 100% of JandB Holdings, LLC and intend to exchange their interest for 120,000 shares of Company common stock - Members collectively own **100% of the membership interest** in JandB Holdings, LLC[4](index=4&type=chunk) Exchange Share Details | Item | Value | | :--- | :--- | | Number of Exchange Shares | 120,000 | | Agreed Per Share Value | $25 | [Terms of Exchange](index=1&type=section&id=Terms%20of%20Exchange) This section outlines the authorization, issuance, and closing procedures for the share exchange [Authorization and Issuance of Exchange Shares](index=1&type=section&id=Authorization%20and%20Issuance%20of%20Exchange%20Shares) The Company has authorized the issuance of Exchange Shares to Members in return for their Membership Interest in JandB Holdings, LLC - The Company has authorized the issuance of Exchange Shares to the Members[6](index=6&type=chunk) - Members will surrender, transfer, and assign their Membership Interest in JandB Holdings, LLC to the Company in exchange for the Company's issuance of Exchange Shares[7](index=7&type=chunk) [Closing and Delivery Procedures](index=1&type=section&id=Closing%20and%20Delivery%20Procedures) The closing will occur remotely via electronic signatures, with Members delivering transfer acknowledgments and the Company delivering share statements - The closing of the Exchange will take place remotely by the exchange of electronic signatures[8](index=8&type=chunk) - Members are required to deliver an acknowledgment and transfer of membership interests to the Company[9](index=9&type=chunk) - The Company will deliver a statement from its transfer agent representing the Exchange Shares to the Members[9](index=9&type=chunk) [Representations and Warranties](index=2&type=section&id=Representations%20and%20Warranties) This section contains the formal declarations and guarantees made by both the Company and the Members [Company Representations and Warranties](index=2&type=section&id=Company%20Representations%20and%20Warranties) The Company represents it is in good standing, has corporate power to execute the agreement, and that shares will be validly issued - The Company is a duly organized, validly existing, and in good standing corporation under **Delaware law**[10](index=10&type=chunk) - All necessary corporate actions for the agreement and issuance of Exchange Shares have been taken[11](index=11&type=chunk) - The Exchange Shares, when issued, will be **duly and validly issued, fully paid, nonassessable**, and free of Company-imposed liens[12](index=12&type=chunk) [Members' Representations and Warranties](index=2&type=section&id=Members%27%20Representations%20and%20Warranties) Members represent they have authority, are accredited investors, understand the shares are unregistered, and have consulted their own advisors - Members have the necessary power and authority to execute and deliver this Agreement[13](index=13&type=chunk) - Members understand that the Exchange Shares have not been registered under the Securities Act of 1933 and are **accredited investors** as defined in Rule 501(a) of Regulation D[14](index=14&type=chunk) - Members have had a reasonable opportunity to consult with their own legal, tax, and financial advisors and are relying solely on such advisors[15](index=15&type=chunk) [Investment and Sophistication](index=2&type=section&id=Investment%20and%20Sophistication) Members affirm their sophistication, possession of adequate information, and independent decision-making without reliance on the Company's advice - Members are **sophisticated individuals** familiar with similar transactions and have adequate information about the Company's business and financial condition[16](index=16&type=chunk) - Members have made their own analysis and decision to enter into this Agreement independently and without reliance upon the Company[16](index=16&type=chunk) [JandB Assets](index=3&type=section&id=JandB%20Assets) Members warrant that JandB owns all contributed assets and U.S. Patent No. 11,788,057 free and clear of any liens or encumbrances - JandB owns all assets contributed by Members **free and clear of any lien, encumbrance, or other adverse claim**[17](index=17&type=chunk) - Upon acquisition, **U.S. Patent No. 11,788,057** will be owned free and clear of any lien, encumbrance, or other adverse claim[17](index=17&type=chunk) [Restrictions and Miscellaneous Provisions](index=3&type=section&id=Restrictions%20and%20Miscellaneous%20Provisions) This section covers share transfer restrictions and other standard contractual clauses [Limitations on Transfer and Restrictive Legends](index=3&type=section&id=Limitations%20on%20Transfer%20and%20Restrictive%20Legends) Members are restricted from transferring Exchange Shares except in compliance with securities laws, and shares will bear restrictive legends - Members will not assign, hypothecate, donate, encumber, or otherwise dispose of any interest in the Exchange Shares except in compliance with applicable securities laws[18](index=18&type=chunk) - The Exchange Shares will bear restrictive legends stating they have not been registered under the **Securities Act of 1933**[19](index=19&type=chunk) [General Provisions](index=3&type=section&id=General%20Provisions) This section outlines standard clauses including successors, governing law (Delaware), severability, entire agreement, and notice requirements - The Agreement's terms benefit and bind successors and assignees[20](index=20&type=chunk) - The Agreement is governed by the internal laws of the **State of Delaware**[21](index=21&type=chunk) - This Agreement constitutes the entire agreement among the parties and supersedes prior understandings, amendable only by written consent[25](index=25&type=chunk) [Signatures](index=5&type=section&id=Signatures) This section provides the formal execution of the agreement by all involved parties [Company Signature](index=5&type=section&id=Company%20Signature) The Agreement is executed by NeOnc Technologies Holdings, Inc., signed by its President and Executive Chairman - NeOnc Technologies Holdings, Inc. is represented by **Amir Heshmatpour**, President and Executive Chairman[29](index=29&type=chunk) [Members Signatures](index=6&type=section&id=Members%20Signatures) The Members, Ishwar Puri and Beth R. Levinson, have executed the Exchange Agreement - The Members, **Ishwar Puri** and **Beth R. Levinson**, have signed the Exchange Agreement[31](index=31&type=chunk) [Exhibit A: Acknowledgment and Transfer of Membership Interests](index=7&type=section&id=Exhibit%20A%3A%20Acknowledgment%20and%20Transfer%20of%20Membership%20Interests) This exhibit documents the formal transfer of membership interests from each Member to the Company [Ishwar Puri Transfer](index=8&type=section&id=Ishwar%20Puri%20Transfer) Ishwar Puri formally transfers his 50% membership interest in JandB Holdings, LLC to NeOnc Technologies Holdings, Inc., effective August 18, 2025 - Ishwar Puri transfers his **50% membership interest** in JandB Holdings, LLC to NeOnc Technologies Holdings, Inc[35](index=35&type=chunk) - The transfer is effective as of **August 18, 2025**, and accepted by NeOnc Technologies Holdings, Inc[36](index=36&type=chunk)[37](index=37&type=chunk) [Beth R. Levinson Transfer](index=9&type=section&id=Beth%20R.%20Levinson%20Transfer) Beth R. Levinson formally transfers her 50% membership interest in JandB Holdings, LLC to NeOnc Technologies Holdings, Inc., effective August 18, 2025 - Beth R. Levinson transfers her **50% membership interest** in JandB Holdings, LLC to NeOnc Technologies Holdings, Inc[40](index=40&type=chunk) - The transfer is effective as of **August 18, 2025**, and accepted by NeOnc Technologies Holdings, Inc[41](index=41&type=chunk)[42](index=42&type=chunk)

Core Insights - NeOnc Technologies Holdings, Inc. reported financial results for Q2 2025, highlighting significant operational achievements and upcoming milestones in their clinical pipeline [1][4]. Clinical Pipeline Progress - NEO100-01, an intranasal therapy for malignant gliomas, and NEO212, a bio-conjugated therapy for brain cancer, are advancing with the final patient cohort in Phase I expected to complete dosing in 2025 [3]. - A pediatric indication trial, NEO100-3, has been initiated with patient recruitment currently underway [3]. Financial Results for Q2 2025 - General and administrative (G&A) expenses increased to $984K from $290K in Q2 2024, attributed to expanded marketing, rent, travel, and costs related to the Middle East partnership [7]. - Research and development (R&D) expenses rose to $677K from $394K in Q2 2024, driven by additional trial sites and increased recruitment efforts [7]. - The net loss for the quarter was $5.68 million, or $0.30 per diluted share, compared to a net loss of $4.52 million, or $0.27 per diluted share in Q2 2024 [7]. Strategic Developments - A $50 million strategic partnership with Quazar Investment has been secured, which will enhance NeOnc's clinical trials platform in the GCC & MENA regions [6]. - The company received $2.5 million in STTR grants from NIH to support the advancement of NEO212 for gliomas and leukemia [6]. - NeOnc has signed an agreement to acquire an AI, 3D bioprinting, and quantum modeling intellectual property portfolio [6]. - The company has been included in the Russell Microcap Index, increasing visibility among institutional investors [6]. Upcoming Catalysts - Full enrollment for the NEO100-01 Phase 2a trial is expected by September 2025, with top-line data readout anticipated in early 2026 [10]. - Completion of the NEO212 Phase I final cohort dosing is also expected in 2025 [10].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 801-42567 NEONC TECHNOLOGIES HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 95-1954 ...

Quazar Chairman and Executive Team with NeOnc's Executive's and Directors at Quazar's Headquarters in Dubai. CALABASAS, Calif. and ABU DHABI, United Arab Emirates, Aug. 11, 2025 (GLOBE NEWSWIRE) -- NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI), a multi–Phase 2 clinical-stage biotechnology company pioneering therapies for central nervous system (CNS) cancers, announced today the official incorporation of NuroMENA Holdings Ltd. by the Abu Dhabi Global Market (ADGM). With this regulatory milestone completed ...

CALABASAS, Calif., Aug. 04, 2025 (GLOBE NEWSWIRE) -- NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI), a multi-phase 2 clinical-stage biotechnology company advancing transformative treatments for brain and central nervous system cancers, was featured on Yahoo Finance's Trader Talk with Kenny Polcari in a podcast episode titled "AI and Biotech Take on Brain Cancer." This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Sectio ...

Core Insights - NeOnc Technologies Holdings, Inc. has signed a definitive Letter of Intent to acquire a Delaware entity co-owned by Dr. Ishwar K. Puri and Beth R. Levinson, focusing on innovative treatments for brain cancers [1] - The transaction is valued at $3.5 million, consisting of $500,000 in cash and $3 million in NeOnc common stock priced at $25 per share [2] - Dr. Ishwar K. Puri will join NeOnc's Board of Directors, bringing extensive experience in research and innovation from his role at the University of Southern California [3][4] Company Overview - NeOnc Technologies is a clinical-stage life sciences company dedicated to developing therapeutics for central nervous system conditions, particularly targeting the blood-brain barrier [5] - The company's NEO™ drug development platform has produced novel drug candidates with patent protections extending to 2038, including NEO100™ and NEO212™, which are currently in Phase II clinical trials [5]

Company Overview - NeOnc Technologies (NTHI) went public despite a tough market and joined the Russell Microcap Index shortly after its IPO [1] - NeOnc Technologies secured a $50 million partnership in the Middle East [1] - The company focuses on intranasal drug delivery for brain cancer and has a partnership with USC's medical school [1] Clinical Trials and Global Reach - NeOnc Technologies is expanding its reach through global clinical trials [1] Industry Trends - AI and quantum computing could transform the biotech industry [1] Podcast Information - Trader Talk on Yahoo Finance delivers expert analysis and actionable insights on market volatility [1] - The podcast is for informational and educational purposes only and should not be construed as investment advice [1]

The definitive agreement follows NeOnc's Board unanimously approving the company's participation in the contemplated $50 million equity investment and MENA region expansion, reflecting continued momentum. "We're thrilled to take this transformative step in formalizing our strategic partnership with Quazar," said Amir Heshmatpour, Executive Chairman & President of NeOnc Technologies Holdings, Inc. "This definitive agreement sets the stage for accelerated global expansion and scientific innovation. As part of ...

CALABASAS, Calif., July 28, 2025 (GLOBE NEWSWIRE) -- NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI), a clinical-stage biotechnology company advancing transformative treatments for brain and central nervous system cancers, today announced that management will participate in the BTIG Virtual Biotechnology Conference, being held on July 29-30, 2025. Investors interested in scheduling a 1x1 meeting with management are invited to contact their BTIG representative directly or reach out to James@HaydenIR.com The ...