NeOnc Technologies Holdings, Inc. (the Company) entered into a new Securities Purchase Agreement on February 24, 2026. The agreement involves the issuance and sale of up to 746,973 shares of common stock at $7.20 per share and five-year warrants to purchase up to 746,973 shares of common stock at an exercise price of $9.00 per share. An initial closing under this new agreement occurred on February 25, 2026, resulting in the issuance of 201,390 shares and warrants to purchase 201,390 shares to four investors. This initial closing generated a combined purchase price of $1,450,004. The offering under this new Securities Purchase Agreement terminated on February 28, 2026. The Company intends to use the net proceeds from this offering for working capital purposes. The securities were issued under an exemption from registration requirements (Section 4(a)(2) of the Securities Act). The Company will file a resale registration statement for these shares and warrant shares no later than 10 days after filing its Annual Report on Form 10-K for the year ended December 31, 2025.