NeOnc Technologies Holdings Inc(NTHI) - 2025 Q2 - Quarterly Results

Introduction and Agreement Overview This section details the parties, effective date, and purpose of the Share Exchange Agreement Agreement Parties and Effective Date 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] - Parties involved are NeOnc Technologies Holdings, Inc. (Company) and the members of JandB Holdings, LLC (Members)[2] Recitals and Purpose of Exchange 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] Exchange Share Details | Item | Value | | :--- | :--- | | Number of Exchange Shares | 120,000 | | Agreed Per Share Value | $25 | Terms of Exchange This section outlines the authorization, issuance, and closing procedures for the share exchange Authorization and Issuance of Exchange Shares 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] - 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] Closing and Delivery Procedures 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] - Members are required to deliver an acknowledgment and transfer of membership interests to the Company[9] - The Company will deliver a statement from its transfer agent representing the Exchange Shares to the Members[9] Representations and Warranties This section contains the formal declarations and guarantees made by both the Company and the Members Company Representations and Warranties 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] - All necessary corporate actions for the agreement and issuance of Exchange Shares have been taken[11] - The Exchange Shares, when issued, will be duly and validly issued, fully paid, nonassessable, and free of Company-imposed liens[12] Members' Representations and Warranties 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] - 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] - Members have had a reasonable opportunity to consult with their own legal, tax, and financial advisors and are relying solely on such advisors[15] Investment and Sophistication 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] - Members have made their own analysis and decision to enter into this Agreement independently and without reliance upon the Company[16] JandB Assets 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] - Upon acquisition, U.S. Patent No. 11,788,057 will be owned free and clear of any lien, encumbrance, or other adverse claim[17] Restrictions and Miscellaneous Provisions This section covers share transfer restrictions and other standard contractual clauses Limitations on Transfer and Restrictive Legends 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] - The Exchange Shares will bear restrictive legends stating they have not been registered under the Securities Act of 1933[19] General Provisions 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] - The Agreement is governed by the internal laws of the State of Delaware[21] - This Agreement constitutes the entire agreement among the parties and supersedes prior understandings, amendable only by written consent[25] Signatures This section provides the formal execution of the agreement by all involved parties Company Signature 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] Members Signatures 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] Exhibit A: Acknowledgment and Transfer of Membership Interests This exhibit documents the formal transfer of membership interests from each Member to the Company Ishwar Puri Transfer 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] - The transfer is effective as of August 18, 2025, and accepted by NeOnc Technologies Holdings, Inc[36][37] Beth R. Levinson Transfer 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] - The transfer is effective as of August 18, 2025, and accepted by NeOnc Technologies Holdings, Inc[41][42]