Material Agreement, Financial Obligation, Private Placement (Form 8-K)

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.

The disclosures under Item 1.01 are incorporated here by reference.

The disclosures under Item 1.01 are incorporated here by reference.