Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GARNETT KEITHLY 2. Issuer Name and Ticker or Trading Symbol NEONC TECHNOLOGIES HOLDINGS, INC. [NTHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) C/O NEONC TECHNOLOGIES HOLDINGS, INC., 2 DOLE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/26/2025 (Street) WESTLAKE VILLAGE, CA 91362 4. If Amendment, Date Original Filed (Month/Day/Year) 03/28/2025 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/26/2025 J(1) 687 D (2) 37,231(3) I By The Hilkiah Group LLC. Common Stock 03/26/2025 X(4) 13,438 A $12 50,669 I By The Hilkiah Group LLC Common Stock 03/26/2025 S 6,450 D $25 44,219 I By The Hilkiah Group LLC Common Stock 03/26/2025 S 166 D $19.1299 44,053 I By The Hilkiah Group LLC Common Stock 240,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant (right to buy)

$12

03/26/2025

X

13,438

03/26/2025

(5)

Common Stock

13,438

$ 0

0

I

By The Hilkiah Group LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GARNETT KEITHLY C/O NEONC TECHNOLOGIES HOLDINGS, INC. 2 DOLE DRIVE WESTLAKE VILLAGE, CA 91362	X		CFO

Signatures

/S/ KEITHLY GARNETT		04/08/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Transfer of shares of common stock held by HCWG LLC ("HCWG") pursuant to agreement. Reporting Person is the sole member of the direct holder of the shares. See also footnote 3.
(2)	Not applicable. Number of shares transferred was based on a per share value of $18.
(3)	Reporting Person owns such shares by virtue of being the sole member of The Hilkiah Group LLC, which holds a 4.3% interest in HCWG. HCWG is the direct holder of Issuer's shares.
(4)	On 3/26/2025, in conjunction with Issuer's initial listing on Nasdaq, HCWG exercised a warrant to purchase 312,500 shares of Issuer's common stock at $12 per share. HCWG paid the exercise price on a cashless basis, resulting in Issuer's withholding 150,000 of the warrant shares to pay the exercise price and issuing to HCWG the remaining 162,500 shares of common stock. Number of shares reported herein as acquired and disposed of by the Reporting Person represents Reporting Person's indirect interest in HCWG.
(5)	Not applicable.

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