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

Role
CEO, Director, 10%+ Owner
Signature
/S/ THOMAS C CHEN
Issuer symbol
NTHI
Transactions as of
26 Mar 2025
Transactions value $
-$18,799
Form type
4/A - Amendment
Filing time
05 Jun 2025, 19:05:23 UTC
Date Of Original Report
28 Mar 2025
Previous filing
25 Mar 2025
Next filing
19 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
CHEN THOMAS C CEO, Director, 10%+ Owner 23975 SORRENTO PARK, SUITE 205, CALABASAS /S/ THOMAS C CHEN 05 Jun 2025 0001998682

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NTHI Common Stock Other $0 -4.08K -1.81% $0.00 221K 26 Mar 2025 By HCWG LLC. F1, F2, F3
transaction NTHI Common Stock Exercise of in-the-money or at-the-money derivative security $956K +79.7K +36.09% $12.00 300K 26 Mar 2025 By HCWG LLC F4
transaction NTHI Common Stock Sale -$956K -38.3K -12.73% $25.00 262K 26 Mar 2025 By HCWG LLC F5
transaction NTHI Common Stock Sale -$18.8K -983 -0.37% $19.13 261K 26 Mar 2025 By HCWG LLC
holding NTHI Common Stock 546K 26 Mar 2025 See footnote 6. F6
holding NTHI Common Stock 888K 26 Mar 2025 By NeuCen Biomedical Co. Ltd. F7
holding NTHI Common Stock 2.83M 26 Mar 2025 By TR Chen Third Family Limited Partnership. F8
holding NTHI Common Stock 93.3K 26 Mar 2025 By Tien Duan Chen Trust. F8

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 -79.7K -100% $0.00 0 26 Mar 2025 Common Stock 79.7K $12.00 By HCWG F9
* 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 pursuant to agreement.
F2 Not applicable. Number of shares transferred was based on a per share value of $18.
F3 The shares reported herein represent only Reporting Person's percentage interest in HCWG LLC.
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 38,250 warrant shares to pay the exercise price.
F6 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.
F7 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.
F8 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.
F9 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.