NTHI NEONC TECHNOLOGIES HOLDINGS, INC.

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Executive Summary

NeOnc Technologies raised $5M via a private placement of Series A Convertible Preferred Stock at $833.34/share (stated value $1,000). The company has the option to redeem the shares for cash at stated value within 4 months (extendable to 6 months). If it does not redeem, the shares become convertible into common stock at 80% of the lowest closing price over the prior 5 days (floor $1.00), with a $166.67/share step-up in stated value. The structure creates a binary outcome: cash redemption (neutral/credit-positive) or heavy future dilution (bearish). The filing also created the preferred series via a Certificate of Designation.

Key Financial Metrics

Actionable Insight

Key Facts

• Company sold up to $5,000,000 of Series A Convertible Preferred Stock at $833.34 per share (up to 6,000 shares authorized).
• Each share has a stated value of $1,000, senior to common stock in liquidation.
• Company has option to redeem all shares at stated value within 4 months (extendable by up to 2 months at +$50/share per extension).
• If company elects NOT to redeem (Triggering Event), stated value increases by $166.67/share and shares become convertible into common stock.
• Conversion price is 80% of the lowest closing price over the 5 trading days prior to conversion, subject to a $1.00 floor price.
• Conversion is subject to a 19.99% beneficial ownership limitation unless shareholder approval is obtained.
• Company must file a resale registration statement for the conversion shares within 10 days of a Triggering Event or Redemption Notice Date.
• Failure to file the registration statement on time triggers a 2% per trading day cash penalty (up to 50% of aggregate purchase price).
• The preferred shares have no voting rights except as required by law.
• The Certificate of Designation was filed with the Delaware Secretary of State on June 10, 2026.

Financial Impact

Up to $5,000,000 in gross proceeds from the preferred stock sale. If not redeemed, potential dilution from conversion at a deep discount (80% of market price) could be substantial — at a $1.00 floor price, each $1,000 stated value share converts into 1,000 common shares, implying up to 6M new shares (vs. current market cap of $117M).

Risk Factors

• High likelihood of non-redemption leading to conversion at a deep discount to market, causing significant dilution.
• Conversion price floor of $1.00 could result in massive share issuance if stock trades near that level.
• Registration penalty (2%/day) adds cash burn risk if filing is delayed.
• Preferred stock ranks senior to common in liquidation, increasing risk for common holders.
• No voting rights for preferred holders reduces governance check on management.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status