IPO - NEONC TECHNOLOGIES HOLDINGS, INC.

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Form Type: S-1

Filing Date: 2025-06-06

Corporate Action: Ipo

Type: New

Accession Number: 000182912625004327

Filing Summary: NeOnc Technologies Holdings, Inc. has filed a registration statement under the Securities Act of 1933, seeking to offer up to 10,016,000 shares of its common stock. This filing is part of an equity purchase agreement with Mast Hill Fund, L.P. which allows the company to issue common stock valued up to $50 million. The offering price of these shares is set to fluctuate based on market conditions, with a minimum price set at $1.00 per share. The company aims to utilize the proceeds of this offering for general corporate purposes. NeOnc, which focuses on developing novel drug delivery methods for treating brain cancer, currently has two lead products, NEO100 and NEO212, in various stages of clinical trials. Financial performance data indicates significant losses and no revenue generation from product sales, indicative of ongoing investment in research and development. The filing highlights the risks associated with investing in the company, particularly regarding its emerging growth status and potential for significant dilution in shareholder value.

Additional details:

Address: 23975 Park Sorrento, Suite 205, Calabasas, CA 91302


Telephone Number: (310) 663-7831


Shares Offered: 10,016,000


Equity Purchase Agreement Value: $50,000,000


Minimum Share Price: $1.00


Market Symbol: NTHI


Last Reported Price: $7.41


Form Type: CORRESP

Filing Date: 2025-05-02

Corporate Action: Ipo

Type: New

Accession Number: 000182912625003345

Filing Summary: NeOnc Technologies Holdings, Inc. has submitted a request for the acceleration of the effectiveness of their Registration Statement on Form S-1, filed under File No. 333-286808. The request aims for the Registration Statement to be declared effective by 4:30 p.m. Eastern Time on May 6, 2025, or as soon as practicable thereafter. The company has requested that notifications regarding the effectiveness be directed to Thomas Poletti or Veronica Lah at the law firm Manatt, Phelps & Phillips, LLP. This request is part of the process for the company's initial public offering (IPO).

Additional details:

Registration Statement File No: 333-286808


Effectiveness Request Time: 2025-05-06T16:30:00-04:00


Contact Person 1 Name: Thomas Poletti


Contact Person 1 Phone: 714-371-2501


Contact Person 2 Name: Veronica Lah


Contact Person 2 Phone: 310-312-4130


Law Firm Name: Manatt, Phelps & Phillips, LLP


Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000182912625002097

Filing Summary: On March 6, 2025, NeOnc Technologies Holdings, Inc. filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which was approved by its board of directors and stockholders. This amendment includes provisions customary for public companies. The Amended and Restated Bylaws became effective on March 25, 2025, coinciding with the Direct Listing on the Nasdaq Global Market under the ticker 'NTHI'. The amendments address universal proxy rules and clarify solicitation processes for director nominations. On March 25, 2025, the company also issued a press release announcing its Direct Listing, indicating a significant step in its transition to becoming a public entity.

Additional details:

Item 5 03: Amended and Restated Certificate of Incorporation


Item 5 03 Bylaws: Amended and Restated Bylaws


Item 8 01: Press release announcing Direct Listing


Item 9 01 Exhibits: Exhibit 3.1, 3.2, 99.1, 104


Form Type: 8-A12B

Filing Date: 2025-03-24

Corporate Action: Ipo

Type: New

Accession Number: 000182912625002032

Filing Summary: NEONC Technologies Holdings, Inc. filed Form 8-A for the registration of their common stock under Section 12(b) of the Securities Exchange Act of 1934. The company is based in Delaware and its common stock will be listed on The Nasdaq Stock Market LLC with a par value of $0.0001 per share. This filing is associated with a registration statement (File No. 333-284115) initially filed on January 3, 2025, which details the description of the securities. No additional exhibits were required for this registration as no other securities are registered with Nasdaq. This document was signed by Dr. Thomas Chen, the CEO of the company, on March 24, 2025.

Additional details:

Title Of Each Class To Be Registered: Common Stock


Name Of Each Exchange: The Nasdaq Stock Market LLC


Securities Act Registration Statement File Number: 333-284115


Form Type: CORRESP

Filing Date: 2025-03-21

Corporate Action: Ipo

Type: New

Accession Number: 000182912625001977

Filing Summary: NeOnc Technologies Holdings, Inc. filed a request for the acceleration of the effectiveness of their Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission. They have requested that the effectiveness be accelerated to 4:01 p.m. Eastern Time on March 25, 2025. The request was made by Dr. Thomas Chen, the Chief Executive Officer, and they are seeking prompt notification regarding the timing of the declaration of effectiveness.

Additional details:

Registration Statement File No: 333-284115


Acceleration Request Time: 2025-03-25T16:01:00Z


Contact Person 1 Name: Thomas Poletti


Contact Person 1 Phone: 714-371-2501


Contact Person 2 Name: Veronica Lah


Contact Person 2 Phone: 310-312-4130


Law Firm: Manatt, Phelps & Phillips, LLP


Form Type: S-1/A

Filing Date: 2025-02-26

Corporate Action: Ipo

Type: New

Accession Number: 000182912625001228

Filing Summary: NeOnc Technologies Holdings, Inc., a Delaware-based clinical-stage biopharmaceutical company, has filed an amendment to its S-1 registration statement which details its intention to conduct a direct listing on the Nasdaq Global Market. The prospectus reveals that the company aims to register up to 2,101,313 shares of common stock for resale by stockholders, outlining that this listing is a condition to the offering. The document emphasizes that no underwriter is involved, indicating a novel listing approach where stockholders may sell their shares without firm commitments. The firm details its financial history, having raised approximately $13.1 million through stock sales at $1.25 per share, and subsequently issuing shares at $12.00 and $16.00 during private placements, aiming for gross proceeds totaling around $10 million. NeOnc describes its main products under development—NEO100, targeting brain cancers via intranasal delivery, and NEO212, combining temozolomide with perillyl alcohol. The company has indicated significant clinical trial activity with NEO100 and plans to initiate trials for NEO212. While currently without approved products or significant revenue, NeOnc anticipates increased trial enrollment due to recently approved FDA requests to broaden patient eligibility.

Additional details:

Registered Stockholders: Registered Stockholders are offering to sell shares of common stock.


Shares Offered: 2,101,313


Market Symbol: NTHI


Average Price Per Share Before Listing: 1.25


Gross Proceeds From Private Placements: 10,000,000


Company Status: emerging growth company


Form Type: S-1/A

Filing Date: 2025-01-31

Corporate Action: Ipo

Type: New

Accession Number: 000182912625000575

Filing Summary: NeOnc Technologies Holdings, Inc. filed an amendment to its Form S-1 registration statement, relating to a proposed direct listing of 2,131,313 shares of its common stock on the Nasdaq Global Market. This listing is a part of a novel method for beginning public trading without a firm-commitment underwritten offer. The document outlines NeOnc's developments in the biotechnology sector, focusing on innovative drug delivery systems for treating brain cancers including two lead products, NEO100 and NEO212. NEO100 is in Phase IIa clinical trials targeting recurrent malignant glioma and skull-based meningioma, while NEO212 has completed preclinical testing and aims to treat primary and secondary brain tumors. The company reported raising approximately $13 million in previous stock sales and intends to sell additional shares at varying prices as part of private placements. NeOnc recognizes the considerable market opportunity in CNS diseases with substantial expected growth in the treatment market. It also highlights its qualifications as an emerging growth company, allowing it to take advantage of reduced public company reporting requirements. Risks related to the listing and trading absence were disclosed, noting that no public market exists currently for its shares. The registration process relies on Nasdaq's approval for listing the common stock under the symbol 'NTHI.'

Additional details:

Approximate Date Of Commencement Of Proposed Sale: As soon as practicable after this registration statement becomes effective


Number Of Shares To Be Registered: 2,131,313


Listing Exchange: Nasdaq Global Market


Symbol: NTHI


Number Of Shares Completed In Private Placements: 624,999


Private Placement Price: $16.00


Gross Proceeds From Private Placements: approximately $10,000,000


Total Gross Proceeds From Stock Sales: approximately $13,117,000


Net Loss For 2023: $14,921,065


Accumulated Deficit: $48,355,463


Estimated Market Growth Cns Treatment: 9.4% CAGR to $166.5 billion by 2028


Estimated Market Growth Glioblastoma Drug Market: 12.7% CAGR to $2.3 billion by 2029


Form Type: S-1

Filing Date: 2025-01-03

Corporate Action: Ipo

Type: New

Accession Number: 000182912625000013

Filing Summary: NeOnc Technologies Holdings, Inc. is filing for a registration statement under the Securities Act of 1933 for the resale of up to 2,138,004 shares of its common stock by identified stockholders in connection with a direct listing on the Nasdaq Global Market. The offering is unique as it is not underwritten on a firm commitment basis, which sets it apart from traditional IPOs. NeOnc is a clinical-stage biopharmaceutical company focused on the development of treatments for aggressive brain cancers. Its two lead products, NEO100 and NEO212, are in various stages of clinical trials and demonstrate potential in addressing unmet medical needs in the treatment of brain tumors. The company has engaged RBW Capital Partners LLC as a financial advisor for the listing process. NeOnc has raised approximately $13,117,000 from previous stock sales and plans to sell additional shares at private placement prices. In its application to Nasdaq, NeOnc emphasized the high-risk nature of investing in its common stock, given its current lack of revenue and ongoing clinical trials. The offering is contingent upon Nasdaq's approval of the listing, with no assurance provided that it will be approved.

Additional details:

Address: 2 Dole Drive, Westlake Village, CA 91362


Ceo Name: Dr. Thomas C. Chen


Phone Number: (310) 663-7831


Company Structure: clinical-stage biopharmaceutical company


Number Of Shares: 2,138,004


Listing Exchange: Nasdaq Global Market


Ticker Symbol: NTHI


Financial Advisor: RBW Capital Partners LLC


Product 1 Name: NEO100


Product 2 Name: NEO212


First Phase Trial: Phase I for NEO100


Second Phase Trial: Phase IIa for NEO100


Patents Status: Licensed patent portfolio from USC


Revenue Generated: $153,462


Net Loss 2024: $9,645,482


Accumulated Deficit: $48,355,463


Emerging Growth Company: yes


Small Reporting Company: yes


Form Type: CORRESP

Filing Date: 2025-01-02

Corporate Action: Ipo

Type: Update

Accession Number: 000182912625000014

Filing Summary: NeOnc Technologies Holdings, Inc. submitted Amendment No. 1 to its Draft Registration Statement on Form S-1 in response to comments from the SEC staff dated December 20, 2024. The amendment addresses specific inquiries regarding the Advisor's consultation rights under federal securities laws and the terms of compensation related to a direct listing. Key revisions include the removal of inaccurate references to a third-party electronic road show service and clarification that the Advisor will receive thirty thousand shares in unrestricted stock on the effective date of the offering. Additionally, the document specifies that these shares will not be sold within a five-day period following this effective date to comply with Regulation M.

Additional details:

Page Number: 1


Advisor Fee: up to $100,000


Stock Granted: 30,000 shares


Consultation Rights: consistent with anti-manipulation provisions


Form Type: DRS/A

Filing Date: 2024-12-10

Corporate Action: Ipo

Type: New

Accession Number: 000182912624008179

Filing Summary: NeOnc Technologies Holdings, Inc. is preparing for a direct listing of its common stock on the Nasdaq Global Market under the symbol 'NTHI'. This document outlines the registration of up to shares of common stock for resale by Registered Stockholders. The company has completed significant fundraises through private placements, allowing the conversion of debt into equity. Currently, NeOnc has no public trading market for its shares, which raises the potential for volatility once listed. The company emphasizes the lack of underwriting in this process, contrasting it with traditional initial public offerings (IPOs). The market for neuro-oncology presents substantial growth, with the global brain tumor drug market expected to reach $4.4 billion by 2029. NeOnc is focused on developing innovative drug delivery methods specifically for intracranial malignancies. They have ongoing clinical trials for their lead products, NEO100 and NEO212, which target challenging brain cancers and metastases. Net losses have been reported, alongside a significant accumulated deficit, highlighting the high-risk nature of investing in the company. The document stresses that the potential listing hinges on approval from Nasdaq, with no guarantees of success.

Additional details:

Address: 2 Dole Drive Westlake Village, CA 91362


Telephone Number: (310) 663-7831


Agent For Service: Dr. Thomas C. Chen


Financial Advisor: RBW Capital Partners LLC


Common Stock Symbol: NTHI


Cns Market Growth Cagr: 9.4%


Form Type: CORRESP

Filing Date: 2024-12-09

Corporate Action: Ipo

Type: Update

Accession Number: 000182912624008180

Filing Summary: Amendment No. 1 to the Draft Registration Statement on Form S-1 for NeOnc Technologies Holdings, Inc. is filed to respond to comments from the SEC staff dated November 27, 2024. The amendment addresses various comments including identification of the Advisor on the cover page, modifications regarding the controlled company disclosure, revisions to financial loss discussions, and risk factors associated with business operations and offerings. Key highlights include revised summary risk factors, updated financial disclosures including interim information, and clarifications of product pipeline and legal obligations. Specific responses also noted the need to remove unsupported risk factors, adjust statements regarding the opening trading price of common stock, and provide clarity on settlement obligations related to the company's initial public offering.

Additional details:

Advisor Identification: Identified on cover page


Controlled Company Disclosure: Removed from cover page


Financial Information Revision: Included interim financial information


Risk Factors Revision: Removed unsupported risk factors from summary


Trading Price Revision: Clarified that opening trading price may not relate to historical prices


Contractual Obligations Revision: Included all contractual obligations as per SEC guidance


Nasdaq Involvement: Disclosed involvement in Nasdaq’s price-setting mechanism


Advisor Fee Structure: Clarified that all fees to the Advisor contingent on successful completion of the listing


Form Type: DRS

Filing Date: 2024-10-29

Corporate Action: Ipo

Type: New

Accession Number: 000182912624007038

Filing Summary: NeOnc Technologies Holdings, Inc. is filing a preliminary registration statement on Form S-1 for a direct listing of its common stock on the Nasdaq Global Market. This strategic move follows a series of private transactions where the company raised significant funds. The prospectus outlines that shares are being registered for resale by current stockholders, and no firm commitment underwriting is involved. The company emphasizes that this listing is crucial for its operations and growth, highlighting its focus on developing drug delivery methods for treating aggressive brain cancers. Key products include NEO100, already in Phase IIa trials, and NEO212, set to enter clinical testing. NeOnc, classified as both an 'emerging growth company' and a 'smaller reporting company,' plans to leverage reduced reporting requirements as it pursues growth. However, it also acknowledges substantial ongoing financial losses and the need for continued capital to sustain and expand its research and development efforts. The registration statement confirms the significant market opportunity in the CNS treatment sector, with expectations of continued growth through the upcoming years.

Additional details:

Registration Statement Number: 333-


State Of Incorporation: Delaware


Irs Employer Identification Number: 92-1954864


Address: 2 Dole Drive Westlake Village, CA 91362


Phone Number: (310) 663-7831


Ceo Name: Dr. Thomas C. Chen


Date Of Commencement Of Sale: As soon as practicable after effectiveness


Direct Listing Symbol: NTHI


Date Of Initial Listing: Expected on or about, 2024


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