Keithly Garnett - 26 Mar 2025 Form 4/A - Amendment Insider Report for NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI)

Role
CFO, Director
Signature
/S/ KEITHLY GARNETT
Issuer symbol
NTHI
Transactions as of
26 Mar 2025
Net transactions value
-$3,170
Form type
4/A - Amendment
Filing time
05 Jun 2025, 19:15:44 UTC
Date Of Original Report
28 Mar 2025
Previous filing
25 Mar 2025
Next filing
22 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
GARNETT KEITHLY CFO, Director 23975 SORRENTO PARK, SUITE 205, CALABASAS /S/ KEITHLY GARNETT 05 Jun 2025 0001997371

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTHI Common Stock Other -687 -1.8% 37,231 26 Mar 2025 By The Hilkiah Group LLC. F1, F2, F3
transaction NTHI Common Stock Exercise of in-the-money or at-the-money derivative security $161,256 +13,438 +36% $12.00 50,669 26 Mar 2025 By The Hilkiah Group LLC F4
transaction NTHI Common Stock Sale $161,250 -6,450 -13% $25.00 44,219 26 Mar 2025 By The Hilkiah Group LLC F5
transaction NTHI Common Stock Sale $3,176 -166 -0.38% $19.13 44,053 26 Mar 2025 By The Hilkiah Group LLC
holding NTHI Common Stock 240,000 26 Mar 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NTHI Warrant (right to buy) Exercise of in-the-money or at-the-money derivative security $0 -13,438 -100% $0.000000 0 26 Mar 2025 Common Stock 13,438 $12.00 By The Hilkiah Group LLC F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Not applicable. Number of shares transferred was based on a per share value of $18.
F3 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.
F4 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.
F5 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 6,450 warrant shares to pay the exercise price.
F6 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.