NeOnc Technologies Holdings Inc 2025年度报告

FORM 10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-42567 NeOnc Technologies Holdings, Inc.(Exact name of registrant as specified in its charter) None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☑Emerging growth company☑ Large accelerated filer☐Non-accelerated filer☑ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☑ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☑ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates, computed based on theclosing price of shares of common stock on the Nasdaq Global Market on June30,2025 was approximately $67.9million. The number of shares of the registrant’s common stock outstanding as of March30, 2026 was 23,806,216. DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by PartIII of this Annual Report is incorporated by reference to specified portions of theregistrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2026Annual Meeting of Stockholders, which isexpected to be filed not later than 120days after the registrant’s fiscal year ended December31,2025. Table of Contents Part I1Item 1. Business1Item 1A. Risk Factors55Item 1B. Unresolved Staff Comments122Item 1C. Cybersecurity122Item 2. Properties124Item 3. Legal Proceedings124Item 4. Mine Safety Disclosures124Part II125Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities125Item 6. [Reserved]125Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations126Item 7A. Quantitative and Qualitative Disclosures About Market Risk139Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure140Item 9A. Controls and Procedures140Item 9B. Other Information141Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections141Part III142Item 10. Directors, Executive Officers and Corporate Governance142Item 11. Executive Compensation142Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters142Item 13. Certain Relationships and Related Transactions, and Director Independence142Item 14. Principal Accountant Fees and Services142Part IV143Item 15. Exhibits and Financial Statement Schedules143Item 16. Form 10-K Summary148 This Annual Report on Form 10-K, including the sections titled “Business”, “Risk Factors”, and “Management’s Discussionand Analysis of Financial Condition a