---
title: "NeOnc Technologies sets Nasdaq direct listing"
url: "https://aibio.space/news/neonc-technologies-sets-nasdaq-direct-listing-registers-2-101-313/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2025-03-25"
section: "Financings"
tickers: "NASDAQ:NTHI"
source: "https://www.sec.gov/Archives/edgar/data/1979414/000182912625002051/neonctechnologies_424b4.htm"
summary: "NeOnc's prospectus registers 2,101,313 shares for resale in a Nasdaq direct listing, and the company gets none of the proceeds. Its financial advisor RBW C"
---

By the aibio.space news desk.

Sources

- [NeOnc Technologies Holdings, Inc. 424B4 (2025-03-25)](https://www.sec.gov/Archives/edgar/data/1979414/000182912625002051/neonctechnologies_424b4.htm)
- [neonctechnologies_ex99-1.htm](https://www.sec.gov/Archives/edgar/data/1979414/000182912625002295/neonctechnologies_ex99-1.htm)

[NTHI](https://aibio.space/companies/neonc-technologies/)

2025-03-25

# NeOnc Technologies sets Nasdaq direct listing, registers 2,101,313 shares for resale

Tickers [NTHI](https://aibio.space/companies/neonc-technologies/)

NeOnc's prospectus registers 2,101,313 shares for resale in a Nasdaq direct listing, and the company gets none of the proceeds. Its financial advisor RBW Capital Partners is also the placement agent for a $10 million private placement, and the auditor's report carries a going concern paragraph.

## Key facts

- **Company**: NeOnc Technologies Holdings, Inc. (NASDAQ: NTHI)

- **News type**: Financings

- **Primary source**: [NeOnc Technologies Holdings, Inc. 424B4 (2025-03-25)](https://www.sec.gov/Archives/edgar/data/1979414/000182912625002051/neonctechnologies_424b4.htm)

*An empty boardroom with a long table. CC0, via rawpixel. The picture shows the field, not the companies named.*

### The direct listing

NeOnc Technologies Holdings, Inc. filed a prospectus dated March 25, 2025 to register the resale of up to 2,101,313 shares of common stock by stockholders named in it. The shares are to list on the Nasdaq Global Market under the symbol NTHI, and the company expects trading to begin on or about March 26, 2025. Before the listing, no public market existed for the stock.

The prospectus says the resale is not underwritten on a firm-commitment basis by any investment bank. The stockholders may sell all, part or none of their shares, at prevailing or negotiated prices. The company will receive no proceeds from any of those sales.

### Banks and advisors

RBW Capital Partners LLC is the company's financial advisor on the direct listing. The prospectus says RBW must notify Nasdaq that the shares are ready to trade, and that Nasdaq may consult RBW on the opening price where more than one price exists. RBW will receive 30,000 shares of common stock at the time of the listing. Those shares are not registered under this prospectus.

RBW is also the placement agent for a private placement at $16.00 a share. The securities in that placement are offered through Dawson James Securities, Inc., and the company will pay RBW a placement fee of 12% of the capital RBW raises. An October 2024 agreement describes RBW as a division of Dawson James Securities, Inc.

AFH Holdings and Advisory, LLC, an investment advisory firm, signed a letter of intent with the company in December 2022 to form a holding company for future fundraising. The prospectus says AFH will also act as an investment adviser in future financing transactions for two years after the listing.

The direct listing has no underwriter, and the prospectus passages on the listing, the placement and RBW's role name no law firm for the company or for RBW.

### The private placement and earlier financing

The company has agreements with investors to sell 624,999 shares at $16.00 each, for gross proceeds of about $10,000,000. The prospectus says those funds are held in escrow until the company has an effective registration statement on file with the SEC, and all 624,999 shares are registered under this prospectus.

In June and July 2024, the company issued 1,145,880 shares at $12.00 each on the conversion of about $13,750,439 of debt. Between June and October 2024 it sold a further 384,646 shares at $12.00 for about $4,616,000. On October 11, 2024 it also agreed to a line of credit with HCWG for borrowings of up to $10.0 million. The prospectus says nothing had been borrowed under that facility through December 31, 2024. On October 22, 2024 it also signed an equity purchase agreement with Mast Hill Fund, LP to sell up to $50,000,000 of common shares, but it cannot draw on that agreement until a registration statement is effective.

### Losses and going concern

The company reported a net loss of $11,898,464 for 2024, against $14,921,065 for 2023. Its accumulated deficit was $50,608,445 at December 31, 2024. Cash was $64,893 at that date, against accounts payable of $2,893,079 and a litigation settlement payable of $4,641,250.

The independent auditor's report on the 2024 and 2023 financial statements includes a going concern explanatory paragraph, and the risk factors repeat that point. The company says it generated only $153,462 of revenue from January 1, 2023 to December 31, 2024. It expects that it will be several years, if ever, before it has a commercialized product.

### The programs

NeOnc describes itself as focused on treatments for intracranial malignancies, including glioblastoma. Its lead candidate, NEO100, is a purified form of perillyl acid that is given intranasally. The prospectus says NEO100 has completed a Phase I trial and is in a Phase IIa trial in patients with recurrent malignant glioma. The company also develops NEO212.

### What the listing does not do

Because the resale does not sell new shares, the listing itself brings the company no cash. The $10 million private placement, however, waits on the registration statement becoming effective, and the company held $64,893 in cash at the end of 2024.

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## Companies in this story

NTHI

NeOnc Technologies Holdings, Inc.

NASDAQ · United States

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Source page: https://aibio.space/news/neonc-technologies-sets-nasdaq-direct-listing-registers-2-101-313/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "NeOnc Technologies sets Nasdaq direct listing", 2025-03-25, https://aibio.space/news/neonc-technologies-sets-nasdaq-direct-listing-registers-2-101-313/
