NEONC TECHNOLOGIES HOLDINGS, INC.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon their evaluation, and due to the remaining material weaknesses in our internal control over financial reporting related to segregation of duties, entity-level controls over the risk assessment process, controls over information technology over user access and provisioning, and financial controls over complex instruments and related party accruals, as described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of September 30, 2026.

Changes in Internal Control over Financial Reporting

During the nine months ended September 30, 2026, we implemented changes to our internal control over financial reporting as part of our plan to remediate the material weaknesses described under “Management’s Report on Internal Control over Financial Reporting.” These changes have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, and included the following:

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published consolidated financial statements. Management conducted an evaluation of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weaknesses described therein.

Remediated Material Weaknesses

During the nine months ended September 30, 2026, management completed the implementation of the remediation actions described below for two material weaknesses. Management tested the design and operating effectiveness of the related controls over a sufficient period of time, and concluded, as of September 30, 2026, that the material weaknesses related to the information and communication and monitoring processes and controls over the authorization and tracking of related party transactions have been remediated.

Management has taken the following steps to remediate the material weaknesses described above:

Remaining material weaknesses

As of September 30, 2026, the material weaknesses related to segregation of duties, entity-level controls over the risk assessment process, information technology general controls over user access and provisioning, and financial controls over complex instruments and related party accruals have not been fully remediated. These material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively.

Management has implemented, or is implementing, the following actions for the remaining material weaknesses:

The Company can offer no assurance that these changes will ultimately have the intended effects.

This Quarterly Report on Form 10-Q does not include an attestation report on internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.