Ming-Fu (alan) Chiang - 26 Mar 2025 Form 4/A - Amendment Insider Report for NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI)

Role
Director
Signature
/s/ Ming-Fu (Alan) Chiang
Issuer symbol
NTHI
Transactions as of
26 Mar 2025
Net transactions value
-$27,656
Form type
4/A - Amendment
Filing time
05 Jun 2025, 19:25:44 UTC
Date Of Original Report
28 Mar 2025
Previous filing
25 Mar 2025
Next filing
24 Nov 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
CHIANG MING-FU (ALAN) Director 23975 SORRENTO PARK, SUITE 205, CALABASAS /s/ Ming-Fu (Alan) Chiang 05 Jun 2025 0002055126

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTHI Common Stock Award $0 +50,000 +15% $0.000000 390,216 26 Mar 2025 Direct F1
transaction NTHI Common Stock Other $0 -5,994 -1.8% $0.000000 324,688 26 Mar 2025 By HCWG LLC F2, F3, F4
transaction NTHI Common Stock Exercise of in-the-money or at-the-money derivative security $1,406,256 +117,188 +36% $12.00 441,876 26 Mar 2025 By HCWG LLC F5
transaction NTHI Common Stock Sale $1,406,250 -56,250 -13% $25.00 385,626 26 Mar 2025 By HCWG LLC F6
transaction NTHI Common Stock Sale $27,662 -1,446 -0.37% $19.13 384,180 26 Mar 2025 By HCWG LLC
holding NTHI Common Stock 29,309 26 Mar 2025 By Orion Biomed Inc. F7
holding NTHI Common Stock 888,148 26 Mar 2025 By NeuCen Biomedical Co. Ltd. F8
holding NTHI Common Stock 488,196 26 Mar 2025 See footnote 9. F9

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 -117,188 -100% $0.000000 0 26 Mar 2025 Common Stock 117,188 $12.00 By HCWG LLC F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Grant of 50,000 shares of restricted common stock (the "Shares") pursuant to Issuer's 2023 Equity Incentive Plan. The Shares vest 100% seven months after the effective date of Issuer's initial listing.
F2 Transfer of shares of common stock held by HCWG LLC ("HCWG") pursuant to agreement. The shares reported herein represent only Reporting Person's percentage interest in HCWG LLC. See also footnote 4.
F3 Not applicable. Number of shares transferred was based on a per share value of $18.
F4 Such shares are held by virtue of beneficial ownership of HCWG. The shares represent only Reporting Person's 37.5% interest in HCWG.
F5 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.
F6 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 56,250 warrant shares to pay the exercise price.
F7 Shares held by Orion Biotech Inc. ("Orion"). Orion is owned in part by Reporting Person, who disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
F8 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.
F9 Shares held by certain members of Reporting Person's family. Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.
F10 Not applicable.

Remarks:

This Form 4 Amendment is being filed to clarify that the sale of shares referenced in Row 4 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 6.