Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Heshmatpour Amir F 2. Issuer Name and Ticker or Trading Symbol NEONC TECHNOLOGIES HOLDINGS, INC. [NTHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 23975 SORRENTO PARK, SUITE 205 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2025 (Street) CALABASAS, CA 91302 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price CommonStock(1) 11/06/2025 A 1,200,000 A (2) 2,962,000(3) D Common Stock 256,120(4) I By HCWG LLC Common Stock 550,000(5) I By KIG LLC Common Stock 3,714,020(6) I By AFH Holdings & Advisory, LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Heshmatpour Amir F 23975 SORRENTO PARK SUITE 205 CALABASAS, CA 91302	X	X	President

Signatures

/S/ AMIR F HESHMATPOUR		11/10/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Restricted common stock granted pursuant to Issuer's 2023 Equity Incentive Plan (the "Plan"). Of such shares, 600,000 shares vest on January 2, 2026. The remaining shares vest in twelve tranches of 50,000 shares on the first of each month commencing on February 1, 2026.
(2)	Not applicable.
(3)	Includes 275,000 shares held by certain members of Reporting Person's immediate family of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein.
(4)	Such shares represent only Reporting Person's proportionate interest in HCWG LLC.
(5)	Such shares are held by KIG LLC of which Reporting Person's spouse is the sole member. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
(6)	Reporting Person is the sole member and manager of AFH Holding & Advisory, LLC.

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