Material Agreement (Form 8-K)

On January 29, 2026, NeOnc Technologies Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") to issue and sell up to 2,222,222 shares (the "Shares") of common stock, $0.0001 par value per share of the Company (the "Common Stock") at a per Share purchase price of $7.20 and five-year warrants to purchase up to 2,222,222 shares of Common Stock at a per share exercise price of $9.00 (the "Warrants" and together with the Shares the "Securities"). The initial closing further to the Agreement consisted of the issuance of 1,388,888 Shares and Warrants to purchase 1,388,888 shares of Common Stock to a single institutional investor at a purchase price of $10 million. The Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties. The Company expects subsequent closings for sales of additional Securities further to the Agreement.

The Company intends to use the net proceeds from the offering for repayment of indebtedness and for working capital. The Securities are issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided in Section 4(a)(2) of the Securities Act.

Pursuant to the Agreement, the Company will file a resale registration statement registering the Shares and the shares of Common Stock issuable upon exercise of the Warrant no later than ten (10) days after the date of the initial closing.

The foregoing descriptions of the Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Agreement and the form of Warrant, filed as Exhibit 10.1 and 4.1 hereto, respectively, and incorporated by reference herein.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.