NEONC TECHNOLOGIES HOLDINGS, INC.

As filed with the Securities and Exchange Commission on February 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

23975 Park Sorrento, Suite 205

**Calabasas, CA 91302

(310) 663-7831

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amir Farrokh Heshmatpour

Chief Executive Officer

23975 Park Sorrento, Suite 205

Calabasas, CA 91302

(310) 663-7831

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRURAY 6, 2026

PRELIMINARY PROSPECTUS

2,950,498 shares of Common Stock

This prospectus relates to the offer and sale from time to time by the selling stockholders (the “Selling Stockholders”) identified herein of up to 2,950,498 of our shares (the “Shares”) of common stock, par value $0.0001 (“Common Stock”) of NeOnc Technologies Holdings, Inc, a Delaware corporation (the “Company”) consisting of 1,475,249 shares of Common Stock and warrants to purchase 1,475,249 shares of Common Stock (“Warrants”).

On January 29, 2026, the Company entered into securities purchase agreements with the Selling Stockholders, pursuant to which the Company issued the Selling Stockholders an aggregate of 1,475,249 shares of Common Stock and Warrants to purchase 1,475,249 shares of Common Stock. See “Description of Private Placement”, and the section titled “Selling Stockholders” for additional information regarding the Selling Stockholders. For more information on possible methods of offer and sale by the Selling Stockholders, please see the section entitled “Plan of Distribution” beginning on page 109 of this prospectus. We will bear all fees and expenses incident to our obligation to register the offer and sale of the shares of Common Stock.

Our Common Stock is listed on The Nasdaq Global Market under the symbol “NTHI”. On February 4, 2026, the last reported sale price of our Common Stock on The Nasdaq Global Market was $9.71 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. See the “Risk Factors” section beginning on page 5 of this prospectus for the risks and uncertainties you should consider before investing in our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated ___________, 2026