Neonc Technologies Holdings Inc.

06/05/2025 | Press release | Distributed by Public on 06/05/2025 17:06

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 *
CHEN THOMAS C
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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
23975 SORRENTO PARK, SUITE 205
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2025
(Street)
CALABASAS, CA 91302
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) 4,076 D $ 0 (2) 220,787(3) I By HCWG LLC.
Common Stock 03/26/2025 X(4) 79,688 A $12 300,475 I By HCWG LLC
Common Stock 03/26/2025 S(5) 38,250 D $25 262,225 I By HCWG LLC
Common Stock 03/26/2025 S 983 D $19.1299 261,242 I By HCWG LLC
Common Stock 545,800(6) I See footnote 6.
Common Stock 888,148(7) I By NeuCen Biomedical Co. Ltd.
Common Stock 2,833,961(8) I By TR Chen Third Family Limited Partnership.
Common Stock 93,253(8) I By Tien Duan Chen Trust.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 79,688 03/26/2025 (9) Common Stock 79,688 $ 0 0 I By HCWG

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHEN THOMAS C
23975 SORRENTO PARK
SUITE 205
CALABASAS, CA 91302
X X CEO

Signatures

/S/ THOMAS C CHEN 06/05/2025
**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 pursuant to agreement.
(2) Not applicable. Number of shares transferred was based on a per share value of $18.
(3) The shares reported herein represent only Reporting Person's percentage interest in HCWG LLC.
(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) In connection with HCWG's cashless exercise of the warrant described herein, Reporting Person paid his proportionate share of the exercise price on a cashless basis. Reporting Person's proportionate withholding from shares issued to HCWG totaled 38,250 warrant shares to pay the exercise price.
(6) Includes shares of common stock held by certain members of Reporting Person's immediate family of which Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest, if any, therein.
(7) Shares held by NeuCen Biomedical Co. Ltd. ("NeuCen"). NeuCen is owned in part by Reporting Person's spouse. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
(8) Shares held by T. R. Chen Third Family Limited Partnership, a NV limited partnership, of which Reporting Person and his spouse are the general partners with sole voting and dispositive power. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
(9) Not applicable.

Remarks:
This Form 4 Amendment is being filed to clarify that the sale of shares referenced in Row 3 of Table I was to the Issuer resulting from the cashless exercise of the warrant and no monetary consideration was received by any party therefor. See footnote 5.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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