NTHI · Neonc Technologies Holdings, Inc.

NeOnc Technologies Holdings, Inc. established a $75 million at-the-market equity offering program by entering into an Equity Distribution Agreement with BTIG, LLC and A.G.P./Alliance Global Partners on April 10, 2026. This agreement enables the company to sell shares of its common stock (par value $0.0001) opportunistically through the placement agents using methods permitted under Rule 415 of the Securities Act, primarily via sales on the Nasdaq Global Market or other U.S. trading markets at prevailing market prices. The company retains control over sales parameters, including minimum price thresholds, and can suspend offerings at any time. Placement agents earn a 3.0% commission on gross proceeds and are reimbursed for specified expenses. The program leverages the company's recently effective Form S-3 registration statement (File No. 333-294845, effective April 9, 2026), with a prospectus supplement filed the same day. Termination provisions provide flexibility: the company can end the agreement with two days' notice, while each agent can terminate independently with one day's notice, or upon sale of all shares. The agreement includes standard representations, warranties, indemnification, and other customary terms. Exhibit 1.1 contains the full agreement, Exhibit 5.1 provides Manatt, Phelps & Phillips, LLP's opinion on the shares' legality, and Exhibit 23.1 includes their consent. This ATM facility offers NeOnc a cost-effective, flexible mechanism to raise capital without immediate dilution at a fixed price, allowing share issuances timed to favorable market conditions while maintaining liquidity on Nasdaq.