NEONC TECHNOLOGIES HOLDINGS, INC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

During the three months ended June 30, 2026, the Company issued the following unregistered securities:

In April 2026, we issued 277,777 shares of common stock and warrants to purchase 277,777 shares of common stock at an exercise price of $9.00 per share to one accredited investor in a private placement at a per-share unit purchase price of $7.20, for aggregate gross proceeds of $2,000,000, pursuant to the Securities Purchase Agreement dated April 20, 2026.

In June 2026, pursuant to a Securities Purchase Agreement dated June 11, 2026, the Company issued 6,000 shares of Series A Convertible Preferred Stock to two accredited investors for aggregate gross proceeds of $5,000,000.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Recent Sales of Registered Securities

None.

Use of Proceeds

Not applicable.

Repurchases

None.