NeOnc Technologies Holdings Inc美股招股说明书(2026-02-12版)

2,950,498 shares of Common Stock NeOnc Technologies Holdings, Inc. This prospectus relates to the offer and sale from time to time by the selling stockholders (the “Selling Stockholders”)identified herein of up to 2,950,498 of our shares (the “Shares”) of common stock, par value $0.0001 (“Common Stock”) of NeOncTechnologies Holdings, Inc, a Delaware corporation (the “Company”) consisting of 1,475,249 shares of Common Stock and warrantsto purchase 1,475,249 shares of Common Stock (“Warrants”). On January 29, 2026, the Company entered into securities purchase agreements with the Selling Stockholders, pursuant towhich the Company issued the Selling Stockholders an aggregate of 1,475,249 shares of Common Stock and Warrants to purchase1,475,249 shares of Common Stock. See “Description of Private Placement”, and the section titled “Selling Stockholders” foradditional information regarding the Selling Stockholders. For more information on possible methods of offer and sale by the SellingStockholders, please see the section entitled “Plan of Distribution” beginning on page 109 of this prospectus. We will bear all fees andexpenses incident to our obligation to register the offer and sale of the shares of Common Stock. Our Common Stock is listed on The Nasdaq Global Market under the symbol “NTHI”. On February4, 2026, the last reportedsale price of our Common Stock on The Nasdaq Global Market was $9.71 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securitieslaws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus andmay elect to do so in future filings. See “Prospectus Summary-Implications of Being an Emerging Growth Company and aSmaller Reporting Company.” Investing in our Common Stock involves a high degree of risk. See the “Risk Factors” section beginning on page 5 ofthis prospectus for the risks and uncertainties you should consider before investing in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Prospectus dated February12, 2026 Table of Contents ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS6MARKET AND INDUSTRY DATA8TRADEMARKS, SERVICE MARKS AND TRADENAMES9USE OF PROCEEDS10DIVIDEND POLICY11MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS12BUSINESS26MANAGEMENT78EXECUTIVE AND DIRECTOR COMPENSATION85SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT90CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS92DESCRIPTION OF SECURITIES97SHARES ELIGIBLE FOR FUTURE SALE101MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS103DESCRIPTION OF PRIVATE PLACEMENT107SELLING STOCKHOLDERS108PLAN OF DISTRIBUTION109LEGAL MATTERS111EXPERTS111WHERE YOU CAN FIND ADDITIONAL INFORMATION111INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filedwith the Securities and Exchange Commission. Neither we nor the SellingStockholders have authorized anyone to provide anyinformation different from, or in addition to, the information contained in this prospectus and in any free writing prospectuseswe have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor the SellingStockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. The Selling Stockholders are offering to sell, and seeking offers to buy, shares of their Common Stock only underthe circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current onlyas of its date, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. Our business, financialcondition, results of operations and prospects may have changed since such date. For investors outside the United States: Neither we nor the Selling Stockholders have done anything that would permitthe use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction whereaction for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of ourCommon Stock by the Selling Stockholders and the distribution of this prospectus outside the United States. ABOUT THIS PROSPECTUS This prospectus relates to the offer and sale by the Selling Stockholders from time to time of 1,475,249 shares of CommonStock and 1,475,249 shares of Common Stock issuable upon exe