10-K/A: NeOnc Technologies Files 10-K/A Amendment

NeOnc Technologies Holdings, Inc. files an amendment to its 2025 Form 10-K to include previously omitted Part III information and updated certifications.

Summary

• NeOnc Technologies Holdings, Inc. has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• This amendment is being filed to include information required by Items 10 through 14 of Part III, which was initially omitted.
• The amendment also includes updated certifications from the principal executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act.
• The filing does not update or modify disclosures from the original filing, except for the newly included Part III information and certifications.
• Key personnel and their roles are detailed, including Amir Heshmatpour as CEO, Dr. Thomas C. Chen as Chief Medical Officer, and Keithly Garnett as CFO.
• Information regarding executive and non-employee director compensation, including stock awards and grants, is provided.
• Details on the 2023 Incentive Stock Plan, including shares reserved and awarded, are outlined.
• The filing also addresses certain relationships and related party transactions, including agreements with AFH Holdings and Advisory, LLC, and the University of Southern California (USC).
• Principal accountant fees for CBIZ CPAs P.C. and Marcum LLP for fiscal years 2025 and 2024 are disclosed.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is an amendment to provide previously omitted information and updated certifications, rather than containing new operational or financial results. The disclosure of late filings and related-party transactions introduces some cautionary elements.

Positives

• The company is providing updated and complete information as required by SEC regulations through this amendment.
• Key personnel in leadership roles are clearly identified with their respective positions and experience.
• Details on executive and director compensation, including stock-based incentives, are disclosed, offering transparency.
• The company has adopted a clawback policy for incentive compensation in compliance with NASDAQ listing standards.
• The Audit Committee is composed of independent directors, with one designated as an audit committee financial expert.
• The company has established a Code of Ethics and an Insider Trading Policy.

Negatives

• Several directors and executive officers filed late on Section 16 beneficial ownership reports during the fiscal year ended December 31, 2025, including Keithly Garnett (three late Form 4s), David Suh (one late Form 4 and one late Form 3), Amir Heshmatpour (two late Form 4s), Ishwar K. Puri (one late Form 3), Jim Delshad (one late Form 4), and Thomas Chen (one late Form 4).
• The company has a history of related party transactions, including significant financial arrangements with entities controlled by the CEO and Chairman, Amir Heshmatpour (AFH Holdings and Advisory, LLC, HCWG LLC).
• The company has accrued significant compensation for its management team, all of whom are shareholders.
• The company has utilized debt financing with original issue discounts (OIDs) and has converted significant debt to equity.

Risks

• The late filing of Section 16 reports by multiple key personnel indicates potential weaknesses in compliance and internal controls.
• The reliance on related party transactions, particularly with entities controlled by the CEO and Chairman, could present conflicts of interest and governance concerns.
• The company's financial structure involves significant debt conversion to equity, which could dilute existing shareholders.
• The company has not generated earned royalties from its license agreement with USC, indicating that its core technology has not yet led to commercial sales.
• The company's compensation structure includes performance-based vesting for restricted stock, the achievement of which is subject to the Compensation Committee's discretion, potentially creating uncertainty for recipients.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the information related to employment agreements, stock vesting schedules, and the ongoing nature of the 2023 Incentive Stock Plan.

Management Comments

• Amir Heshmatpour certifies that the report does not contain any untrue statement of a material fact and that the financial statements fairly present the company's financial condition and results of operations.
• Keithly Garnett certifies that the report does not contain any untrue statement of a material fact and that the financial statements fairly present the company's financial condition and results of operations.
• The Board of Directors has determined that a majority of its directors are independent based on Nasdaq listing standards.
• The Compensation Committee believes that non-employee director compensation remains aligned with peer companies while considering the Company's ongoing cash constraints.

Industry Context

StockSavvy.ai notes that this filing is an amendment to a 10-K, which is a standard annual report. The inclusion of Part III information, covering directors, executive compensation, and related party transactions, is crucial for investors to understand corporate governance and executive incentives within the biotechnology sector, where such compensation structures and related-party dealings can be complex.

Comparison to Industry Standards

• The compensation structure for executives and directors, including base salaries, stock awards, and performance-based incentives, is typical for companies in the biotechnology and healthcare sectors.
• The use of equity incentive plans, such as the 2023 Incentive Stock Plan, is a common practice for attracting and retaining talent in the competitive biotech industry.
• The company's reliance on related-party transactions, while requiring careful scrutiny, is not entirely uncommon in early-stage or developing companies where founders and key executives may have existing business relationships.
• The disclosure of audit fees and services is standard practice and allows for comparison with other companies of similar size and stage in the industry.

Management Changes

Corporate Governance

Legal Proceedings

• To the best of the Company's knowledge, none of its directors or executive officers were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years.

Related Party Transactions

• Engagement agreement with AFH Holdings and Advisory, LLC (AFH), managed by Amir Heshmatpour, for assistance with public listing, investor presentations, and capital markets activities. AFH earned $500,000 in 2023.
• Share Exchange Agreement where shareholders of NeOnc Technologies, Inc. exchanged stock for shares in NeOnc Technologies Holdings, Inc., resulting in Amir Heshmatpour and affiliates owning 34.4% of the fully diluted shares.
• Amended AFH advisory agreement allowing for an upfront payment of $2,500,000 on the listing date and remaining $8,828,565 in monthly installments for one year. AFH received $500,000 for the amendment, and Mr. Heshmatpour received $2,500,000 post-listing.
• Exclusive license agreement with USC for patented technology, involving issuance of 560,000 shares, an upfront royalty payment of $20,000, a 2% earned royalty on Net Sales, and annual maintenance royalties. Amended and Restated Exclusive License Agreement recorded additional license fees of $230,000 in 2023.
• Utilization of laboratory services from USC, incurring $461,000 in R&D costs in 2024 and $326,000 in 2023.
• Agreement with USC to convert $1,377,096 of amounts owed into 114,758 common shares at $12 per share in 2024.
• Accrued compensation for the management team, all of whom are shareholders, totaling $785,996 in 2024 and $798,743 in 2023.
• Agreement with the management team to convert $412,500 of accrued compensation into 34,375 shares of Common Stock at $12 per share on June 14, 2024.
• Bridge Loan with HCWG LLC (controlled by CEO and Chairman) for up to $10,000,000, with a 50% original issue discount (OID). The loan was converted into 979,039 shares of common stock on June 14, 2024.
• Advances from Amir Heshmatpour totaling approximately $300,000 in February 2025, with a 50% OID, to be repaid following the direct listing.
• Collaboration and License Agreement with Orient EuroPharma Co., Ltd. (OEP), partially owned by former director Alan Chiang, for commercializing NEO100. Settled for a $4,000,000 payment by NeOnc to OEP.
• License Agreement with Neucen Biomedical Co. Ltd. (owned in part by spouses of Dr. Alan Chiang and Thomas Chen) for commercializing NEO212, which was terminated on May 30, 2023.
• Convertible Promissory Note issued to R & J Brownstone Trust assigned to HCWG LLC and amended to $62,500 principal.
• Line of Credit Agreement with HCWG for up to $10.0 million, bearing 10.0% interest, with a warrant issued for 312,500 shares at $12.00 exercise price. 162,500 shares issued to HCWG following cashless exercise in April 2025.
• Indemnification agreements with directors and executive officers.

Stakeholder Impact

• Shareholders: Potential dilution from debt conversions to equity and stock awards. Late filings by management may raise concerns about governance and compliance.
• Employees: Executive and director compensation includes stock awards and performance-based incentives, aligning their interests with the company's performance.
• Management Team: Significant compensation packages, including base salaries and stock awards, are detailed. Some management members have also been involved in related party transactions and debt conversions.
• Creditors: The conversion of debt to equity may impact the claims of certain creditors.
• USC: Continues to receive royalties and has benefited from share issuances related to license agreements and services.

Next Steps

• The company has provided updated information for Items 10-14 of Part III of its Form 10-K.
• Updated certifications from the CEO and CFO have been filed.
• The company will continue to operate under its established Code of Ethics and Insider Trading Policy.
• The 2023 Incentive Stock Plan remains active for future awards.

Key Dates

Keywords

NeOnc Technologies, Form 10-K/A, Amendment, SEC Filing, Annual Report, Corporate Governance, Executive Compensation, Director Compensation, Stock Awards, Incentive Plan, Related Party Transactions, Sarbanes-Oxley Act, Disclosure Controls, Internal Controls, Biotechnology, Oncology