Material Agreement, Private Placement (Form 8-K)

As previously disclosed, on January 29, 2026 NeOnc Technologies Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") to issue and sell up to 2,222,222 shares (the "Shares") of common stock, $0.0001 par value per share of the Company (the "Common Stock") at a per Share purchase price of $7.20 and five-year warrants to purchase up to 2,222,222 shares of Common Stock at a per share exercise price of $9.00 (the "Warrants" and together with the Shares the "Securities"). The initial closing further to the Agreement consisted of the issuance of 1,388,888 Shares and Warrants to purchase 1,388,888 shares of Common Stock to a single institutional investor at a purchase price of $10 million. The subsequent closing further to the Agreement consisted of the issuance of 86,361 Shares and Warrants to purchase 86,361 shares of Common Stock to three investors at an aggregate purchase price of $621,804.11. The offering of Securities further to the Agreement terminated on January 31, 2026. On February 24, 2026, the Company entered into another Securities Purchase Agreement to issue and sell up to the remaining 746,973 Shares at the same per Share purchase price of $7.20 and Warrants to purchase up to 746,973 shares of Common Stock at the same per share exercise price of $9.00. The initial closing further to this Securities Purchase Agreement took place on February 25, 2026, and consisted of the issuance of an aggregate of 201,390 Shares and Warrants to purchase 201,390 shares of Common Stock to four investors at a combined purchase price of $1,450,004. This current Securities Purchase Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties and the offering of Securities further to this Securities Purchase Agreement terminated on February 28, 2026.

The Company intends to use the net proceeds from the offering for working capital purposes. The Securities are issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided in Section 4(a)(2) of the Securities Act.

Pursuant to this current Securities Purchase Agreement, the Company will file a resale registration statement registering the Shares and the shares of Common Stock issuable upon exercise of the Warrants no later than ten (10) days after the date of the filing of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The foregoing descriptions of this current Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of this current Securities Purchase Agreement and the form of Warrant, filed as Exhibit 10.1 and 4.1 hereto, respectively, and incorporated by reference herein.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.