S-1/A: NeOnc Technologies Secures Financial Advisory for Nasdaq Direct Listing and Private Placement

NeOnc Technologies has engaged RBW Capital Partners for financial advisory services related to its direct listing on Nasdaq and a private placement of common stock.

Summary

• NeOnc Technologies has entered into an agreement with RBW Capital Partners, a division of Dawson James Securities, to act as a financial advisor and placement agent for a direct listing on Nasdaq and a private placement.
• The agreement replaces previous agreements with RBW and Dominari Securities.
• RBW will assist NeOnc with preparing for the direct listing, including working with counsel, liaising with exchange officials, identifying shareholders, and ensuring listing standards are met.
• RBW will also help identify bridge investors and introduce IR and PR support.
• For advisory work, RBW will receive a $250,000 cash fee and 30,000 shares of unrestricted stock at the direct listing price.
• The Company will also pay up to $100,000 for legal counsel and other out-of-pocket expenses, plus costs for a third-party electronic road show service.
• The agreement can be terminated by either party six months after the agreement date with 30 days written notice.
• The agreement includes indemnification provisions and a non-circumvention covenant for one year after termination.
• The agreement is governed by New York law and requires mediation and arbitration for disputes.
• The Company will pay RBW a 12% placement fee on the total gross dollar amount of capital raised from accepted investors in the private placement.

Sentiment

Score: 7

Explanation: The document is a standard agreement outlining the terms of engagement for financial services. It is professional and neutral in tone, with no indication of extreme positive or negative sentiment. The agreement is a positive step for the company as it moves towards a direct listing and capital raise.

Positives

• The agreement provides NeOnc with financial advisory and placement services for its direct listing.
• RBW will assist with various aspects of the listing process, including identifying investors and ensuring compliance.
• The agreement outlines clear compensation terms for RBW.
• The agreement includes a mechanism for dispute resolution through mediation and arbitration.

Negatives

• The agreement includes a non-circumvention clause that restricts NeOnc from working with introduced parties for one year after termination.
• The agreement includes indemnification provisions that could expose NeOnc to potential liabilities.
• The agreement includes a 2% per month charge on past due balances.

Risks

• The agreement includes a non-circumvention clause that restricts NeOnc from working with introduced parties for one year after termination.
• The agreement includes indemnification provisions that could expose NeOnc to potential liabilities.
• The agreement includes a 2% per month charge on past due balances.
• There is no guarantee that RBW will be able to successfully complete the transaction or raise capital for the Company.

Future Outlook

The document outlines the terms of engagement for financial advisory and placement services related to a direct listing and private placement, but does not provide specific forward-looking statements about the company's future performance or guidance.

Management Comments

• We are pleased to submit to you this letter agreement which sets forth the terms pursuant to which RBW Capital Partners LLC or its designated assignee will provide certain financial advisory and financial placement agency and investment banking services to NeOnc Technologies Holdings, Inc.
• This Agreement sets forth the terms under which Agent will provide advice and assistance to the Company and shall serve as placement agent and provide broker-dealer services to the Company in connection with the proposed Transaction.

Industry Context

This agreement reflects a common practice in the financial industry where companies engage investment banks or financial advisors to assist with capital raising and public listing processes. The terms of the agreement, including fees and indemnification, are typical for such engagements.

Comparison to Industry Standards

• The 12% placement fee is within the typical range for private placements, although it can vary based on the size and complexity of the deal.
• The $250,000 advisory fee is a standard fee for this type of engagement, although it can vary based on the size and complexity of the deal.
• The indemnification provisions are standard in agreements between companies and financial advisors.
• The non-circumvention clause is a common provision to protect the financial advisor's relationships.

Stakeholder Impact

• Shareholders: The agreement is a step towards a direct listing, which could impact the value of their shares.
• Potential Investors: The agreement outlines the terms for a private placement, which could be an opportunity for investment.
• Company: The agreement provides financial advisory and placement services to support the direct listing and capital raise.

Next Steps

• RBW will assist NeOnc in preparing for the direct listing.
• RBW will identify potential investors for the private placement.
• NeOnc will provide RBW with necessary information and access to personnel.
• The parties will work towards closing the private placement and completing the direct listing.

Key Dates

Keywords

direct listing, placement agent, financial advisory, investment banking, capital markets, Nasdaq, private placement, broker-dealer, RBW Capital Partners, Dawson James Securities