0001829126-25-006431 | 10-Q | XBRL Viewer | Neonc Technologies Holdings INC

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Disaggregation of Revenue [Line Items]
Money market funds	$ 80,000	$ 25,000	$ 80,000	$ 25,000
Revenue		20,000	$ 39,990	$ 63,000
Potentially dilutive securities [Member]
Disaggregation of Revenue [Line Items]
Anti-dilutive shares			3,010,000
Warrant [Member]
Disaggregation of Revenue [Line Items]
Anti-dilutive shares				0
Restricted Stock Units (RSUs) [Member]
Disaggregation of Revenue [Line Items]
Anti-dilutive shares				0
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 20,000	$ 39,990	$ 63,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Related p	6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]
Related p	Note 4 – Related party transactions AFH Holdings and Advisory, LLC advisory agreement On December 19, 2022, the Company entered into an advisory agreement with AFH Holdings and Advisory, LLC, an affiliate to assist the Company in connection with its intent to affect a public listing. AFH was retained to assist the Company with investor presentations and decks, coordinate the retention of an investment banker for an initial public offering, identify legal and accounting professionals to assist in connection with such public offering, identify investor relations/public relations firms, advise on private capital markets activities prior to the initial public offering and coordinate the closing process for the offering. On July 12, 2024, the Company amended the AFH advisory agreement section to allow for an upfront payment on the Listing Date of $2,500,000 and the remaining amount of the fee to be paid in equal monthly instalments for one year. AFH was paid a fee of $500,000 for the amendment. On March 26, 2025, and as a result of the listing of the Company on Nasdaq, the Company incurred $11,328,565 for the fee earned in accordance with the AFH advisory agreement which was recorded as advisory fee expense in the condensed consolidated statement of operations. In accordance with the amendment, the Company paid $2,500,000 of such fee on March 26, 2025. The remaining balance of $8,828,565 is payable in 12 equal monthly installments commencing in April 2025. As of June 30, 2025, the remaining outstanding accrued advisory fee totaled $5,882,710 recorded on the condensed consolidated balance within accrued advisory fee – related party. In addition, the Company agreed to retain AFH as an exclusive advisor to the Company on all financing and mergers and acquisitions for a period of two (2) years from the closing of the private securities offering. Transactions with USC The Company maintains a license agreement with USC, under which the Company will pay USC an annual patent maintenance fee of $20,000 and nonrefundable earned royalties of 4% on Net Sales (as defined in the Amended Agreement) of Licensed Products covered by the licensed patents in all countries in which the manufacture, use, sale, offer for sale, or import of such Licensed Products, as such capitalized terms are defined in the Amended Agreement. To date, no sales have been made using Licensed Products, and no royalties are due to USC. In addition, the Company will assume responsibility for patent-related costs. The Company also utilizes laboratory and patent maintenance services from USC. The Company incurred $82,225 and $184,449 and $191,239 and $283,473 related to such services for the three and six months ended June 30, 2025 and 2024, respectively, of which $82,225, $164,449 and $191,239 and $263,473 are recorded within research and development expenses and $0, $20,000 and $0 and 20,000 are recorded within general administrative expenses on the condensed consolidated statements of operations. At June 30, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $499,225 and $272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets. Accrued compensation The amount accrued for the management team, including related payroll taxes, was $255,105 and $734,874 as June 30, 2025 and December 31, 2024, respectively.

Related p

6 Months Ended

Jun. 30, 2025

Related p

Note 4 – Related party transactions

AFH Holdings and Advisory, LLC advisory agreement

On December 19, 2022, the Company entered into an advisory agreement with AFH Holdings and Advisory, LLC, an affiliate to assist the Company in connection with its intent to affect a public listing. AFH was retained to assist the Company with investor presentations and decks, coordinate the retention of an investment banker for an initial public offering, identify legal and accounting professionals to assist in connection with such public offering, identify investor relations/public relations firms, advise on private capital markets activities prior to the initial public offering and coordinate the closing process for the offering.

On July 12, 2024, the Company amended the AFH advisory agreement section to allow for an upfront payment on the Listing Date of $2,500,000 and the remaining amount of the fee to be paid in equal monthly instalments for one year. AFH was paid a fee of $500,000 for the amendment.

On March 26, 2025, and as a result of the listing of the Company on Nasdaq, the Company incurred $11,328,565 for the fee earned in accordance with the AFH advisory agreement which was recorded as advisory fee expense in the condensed consolidated statement of operations. In accordance with the amendment, the Company paid $2,500,000 of such fee on March 26, 2025. The remaining balance of $8,828,565 is payable in 12 equal monthly installments commencing in April 2025. As of June 30, 2025, the remaining outstanding accrued advisory fee totaled $5,882,710 recorded on the condensed consolidated balance within accrued advisory fee – related party.

In addition, the Company agreed to retain AFH as an exclusive advisor to the Company on all financing and mergers and acquisitions for a period of two (2) years from the closing of the private securities offering.

Transactions with USC

The Company maintains a license agreement with USC, under which the Company will pay USC an annual patent maintenance fee of $20,000 and nonrefundable earned royalties of 4% on Net Sales (as defined in the Amended Agreement) of Licensed Products covered by the licensed patents in all countries in which the manufacture, use, sale, offer for sale, or import of such Licensed Products, as such capitalized terms are defined in the Amended Agreement. To date, no sales have been made using Licensed Products, and no royalties are due to USC. In addition, the Company will assume responsibility for patent-related costs.

The Company also utilizes laboratory and patent maintenance services from USC. The Company incurred $82,225 and $184,449 and $191,239 and $283,473 related to such services for the three and six months ended June 30, 2025 and 2024, respectively, of which $82,225, $164,449 and $191,239 and $263,473 are recorded within research and development expenses and $0, $20,000 and $0 and 20,000 are recorded within general administrative expenses on the condensed consolidated statements of operations. At June 30, 2025 and December 31, 2024, the Company has outstanding payables to USC for such services of $499,225 and $272,328 respectively, which is included in accounts payable - related parties in the accompanying consolidated balance sheets.

Accrued compensation

The amount accrued for the management team, including related payroll taxes, was $255,105 and $734,874 as June 30, 2025 and December 31, 2024, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2025	Aug. 18, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2025
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--12-31
Entity File Number	801-42567
Entity Registrant Name	NEONC TECHNOLOGIES HOLDINGS, INC.
Entity Central Index Key	0001979414
Entity Tax Identification Number	95-1954864
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	23975 Park Sorrento
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Calabasas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91302
City Area Code	310
Local Phone Number	663-7831
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	NTHI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,159,118

Leases

6 Months Ended

Jun. 30, 2025

Leases [Abstract]

Leases

Note 6 – Leases

On February 1, 2024, the Company entered a 24-month lease for office space, which calls for a monthly base rent of $25,000, increasing at 3% per annum. The Company has only one operating lease and has no financing leases. The Company’s lease does not contain options to renew or extend the lease term or options to terminate leases early, except for insolvency. On November 27, 2024, the Company amended the lease expiration date from January 31, 2026, to January 31, 2025. As of December 31, 2024, the consolidated balance sheet reflects a right-of-use asset of $23,526 and a lease liability of $24,722. The lease liability was computed using an interest rate of 13.49% and as of December 31, 2024, the lease has a remaining life of one month.

In April 2025, the Company entered into a 63 month lease for office space which calls for a monthly base rent of $6,778.25, increasing at approximately 3% per annum. The lease liability was computed using an interest rate of 3.72% and as of June 30, 2025 the lease has a remaining 61 months. In calculating the present value of future lease payments, the Company utilized its incremental borrowing rate based on the lease term. The Company’s net lease non-lease components (e.g., standard area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and, therefore, are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. At June 30, 2025 the consolidated balance sheet reflects a right-of-use asset of $397,817 and a lease liability of $395,512.

The Company recorded lease expense of $15,581 and $56,325 during the three months ended June 30, 2025 and 2024, respectively, and $40,303 and $111,793 during the six months ended June 30, 2025, and 2024, respectively, within general and administrative expenses on the consolidated statements of operations. Cash paid for amounts included in the measurement of lease liability was $13,557 and $75,000 and $38,557 and $125,000, respectively, during the three and six months ended June 30, 2025, and 2024, respectively.

The following are the expected maturities of lease liabilities for operating leases as of June 30, 2025:


Twelve Months Ended December 31,
2025	$	40,670
2026		83,137
2027		85,663
2028		88,231
2029		90,928
Thereafter		44,944
Total		433,573
Less: interest		(38,061	)
Present value of lease liability		395,512
Less: current portion		(68,633	)
Noncurrent portion	$	326,879

Stock-Based Compensation

6 Months Ended

Jun. 30, 2025

Stock-based Compensation

Stock-Based Compensation

Note 9 – Stock-Based Compensation

On April 12, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”), which allows the issuance of up to 3,440,000 shares of the Company’s authorized and unissued common stock in the form of incentive stock options, non-qualified stock options, restricted stock units, performance share units, or other forms of equity as may be added in the future to employees, directors and consultants of the Company and its affiliates. The allowable number of shares that can be issued under the 2023 Plan increased upon the completion of the listing to 4,764,507 which represents 20% of the fully diluted capitalization of the Company on the closing of Company’s initial public price.

In January and February 2024, 2,460,000 and 200,000, respectively, restricted stock units (“RSUs”) were granted to the executive officers and members of the Board of Directors further to the 2023 Plan as described above. Of the total RSUs granted (tranche 1) 1,686,667 vest 100% seven months from the date that the Company lists on a national exchange, (tranche 2) 486,667 will vest in equal monthly instalments over a one (1) year period commencing on the eighth month from the effective date of the listing on a national exchange and (tranche 3) 486,666 are performance-based, the vesting of which will be predicated on certain financial and operational performance metrics being met after the effective date of the listing on a national exchange as set forth the grant agreements. Since tranche 3 is performance based, it is not yet probable that all of the performance vesting conditions will be met and as such no expense has been recognized for tranche 3 as of June 30, 2025.

On October 23, 2024, 200,000 RSUs were granted to each of the CEO and the Executive Chairman, for a total of 400,000, and 100,000 granted to two members of the Board of Directors were canceled. These RSUs vest 100% seven months from the date the Company lists on a national exchange.

On March 26, 2025, 150,000 RSUs were granted to the three board members, in the amount of 50,000 each. These RSUs vest 100% seven months from the date the Company lists on a national exchange.

Prior to March 26, 2025, the Company determined that no expense should be recognized for the RSUs since the contingency related to the commencement of vesting (i.e., the listing) of the RSUs had not been met. On March 26, 2025, the listing occurred, satisfying the contingency required for vesting to begin and defining the service period.

On June 1, 2025, 300,000 RSUs were forfeited resulting in a reversal of $1,329,062 of shared based compensation during the six months ended June 30, 2025.

On June 5, 2025, 200,000 RSUs were granted to the one board member. 66,667 RSUs vest 100% seven months from the date of issuance, 66,667 RSUs vest 100% thirty-six months from the date of issuance. The remaining 66,667 RUS’s vest thirty-six months from the date certain performance metrics are achieved.

The Company determined the fair value of all the RSUs at their respective grant dates to be $32,495,174 based on the price of the most recent sale of common stock prior to each grant date for those RSU’s granted prior to the Listing Date or the quoted market value for the RSU’s granted after the Listing Date. For the six months ended June 30, 2025, the company recognized $20,923,850. As of June 30, 2025, there was unamortized stock-based compensation of approximately $9,171,324 which the Company expects to recognize over approximately 7 years.

The activity related to RSUs is summarized as follows:


Restricted Stock Units
Activity	RSUs Granted
2024
January 1, 2024		-
Granted		3,060,000
Cancelled		(100,000	)
December 31, 2024		2,960,000
2025
Granted during six months ended June 30, 2025		350,000
Forfeited		(300,000	)
Balance at June 30, 2025		3,010,000
Released RSUs for six months ended June 30, 2025		-

As of June 30, 2025, an aggregate of 3,010,000 RSU’s were granted, and 1,754,500 RSU’s remain unissued in the 2023 Plan.

Basis of Presentation and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 3 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of presentation

The unaudited condensed consolidated financial statements contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”). The information as of June 30, 2025, and for the three and six months ended June 30, 2025, is unaudited, whereas the consolidated balance sheet as of December 31, 2024, is derived from the Company’s audited condensed consolidated financial statements as of that date. These condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the audited financial statements for the year ended December 31, 2024, included on Form S-1, filed with the SEC on February 26, 2025.

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year.

Principles of consolidation

The accompanying condensed consolidated financial statements and related notes to the condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

In preparing the Company’s financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company, from time to time during the period covered by these financial statements, may have had bank account balances in excess of federally insured limits. The Company has not experienced losses in such accounts. For the statements of cash flows, the Company considers all short-term investments purchased with a maturity of three months or less to be cash equivalents. At June 30, 2025 and December 31, 2024, the Company has money market funds in the amount of approximately $80,000 and $25,000, respectively.

Deferred offering costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the condensed consolidated balance sheet dated December 31, 2024 that are related to the planned public offering of its securities (See Note 3). These costs have been capitalized and were recognized in equity upon the completion of the securities offering. At June 30, 2025, deferred offering costs consist of the fair value of shares issued in conjunction with the issuance of an equity purchase agreement. These costs have been capitalized and are being amortized over the term of the availability of the equity purchase agreement (Note 6). If planned offerings are terminated, the related capitalized deferred offering costs are written off.

Debt issuance costs

Debt issuance costs represent costs directly attributable to warrants issued for a line of credit commitment. Such costs represent the fair value of warrants issued to the debt facility provider and are amortized to the statement of operations on a straight-line basis which approximates the effective interest rate method, over the term of the debt instrument. The debt issuance costs, net of accumulated amortization, are classified as a long-term asset until the Company begins to draw funds from the debt facility, in accordance with ASC 815: “Derivatives and Hedging”. At such time, the pro-rata portion of amounts borrowed as compared to the total debt facility will be reclassified as a contra-debt account.

Warrants

The Company evaluates the terms of warrants issued and determines if the instrument requires liability or equity accounting classification under ASC 815: Derivatives and Hedging and ASC 480: “Distinguishing Liabilities from Equity”.

Leases

The Company classifies its leases either as operating or financing lease at inception. The company has an operating lease. This lease is recorded as an operating lease, right of use (ROU) assets and operating lease liabilities on the accompanying consolidated balance sheets.

Operating lease ROU assets and the related lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The operating lease ROU assets also include lease incentives and initial direct costs incurred. For operating leases, interest on the lease liability and the amortization of ROU asset result in straight-line rent expense over the lease term. Leases may include options to extend or terminate the lease which are included in the ROU operating lease assets and operating lease liability when they are reasonably certain of exercise. Certain leases include lease and non-leased components, which are accounted for as one single lease component. Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term.

Fair value measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, representing the assumptions the buyer and seller use in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that the buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs the buyer and seller would use to price the asset or liability developed based on the best information available in the circumstances.

The Company’s money market funds are valued at quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. The carrying value of the Company’s accounts payable approximates its fair value because of the short-term nature of these financial instruments. The note payable - related party is reported at fair value as the Company elected the fair value option for such a note (see Note 4).

The fair value hierarchy is categorized into three levels based on the inputs as follows:

●

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment.

●

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means.

●

Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement.

Revenue

The Company recognized point-in-time revenue of $0 and $39,990 for the three and six months ended June 30, 2025, and $20,000 and $63,000 for the three and six months ended June 30, 2024, respectively, for the sale/license of technology where the Company has no further performance obligations.

Research and development

Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third-party contractors performing research, conducting clinical trials, and manufacturing drug supplies and materials.

Patent costs

All patent-related costs incurred in filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as legal and professional expenses in the accompanying consolidated statements of operations.

Share-based compensation

The Company has granted stock options and common shares to employees, non-employee consultants and non-employee members of our Board of Directors. The Company measures the compensation cost associated with all share-based payments based on the grant date fair values. Compensation costs associated with grants of common shares are measured at fair value at the date of grant, which has historically been the most recent price paid by investors to purchase shares of the Company’s common stock prior to such grant. The Company recognizes share-based compensation expense over the requisite service period of each award, which generally equals the vesting period, using the straight-line method for awards that contain only service conditions. If the stock grant is contingent upon events that have not yet happened, then the grant is not considered issued. If an award holder leaves the company prior to vesting, and adjustment of the compensation expense will be made to reflect only those awards that vested.

The Company recognizes the stock-based compensation expense for the restricted stock units (“RSU”) based upon the fair value of the common stock at the date of the grant. The expense is recognized over the service period provided in the RSU awards, however expense will not be recognized until the listing date (“Listing Date”), as prior to such date it was not probable that condition to commence vesting would be met.

When the vesting contingency is met, the Company will commence to recognize expense related to the RSU’s. For time based vested RSU’s, the expense will be recognized on a straight-line basis from the grant date to the last vesting date. The expense recognized will include the expense from the date of the grant over the total vesting period and reflect the portion attributable to the service provided prior to the listing. For performance based RSU’s, the Company will determine the probability of the contingency being met each quarter end based upon an assessment of progress made under such performance criteria.

Net loss per share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common shares outstanding during the period. For periods in which the Company reports a net loss, the diluted net loss per share is the same as basic net loss per share.

For the six months ended June 30, 2025 there are potentially dilutive securities outstanding of 3,010,000 potentially dilutive restricted stock units which are not included in the diluted net loss per share calculation since their effect is anti-dilutive. For the six months ended June 30, 2024, respectively, there were no potentially dilutive warrants outstanding and no potentially dilutive restricted stock units.

Income taxes

The Company recognizes federal, state, and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. For the periods ended June 30, 2025 and 2024, there is no current tax provision due to losses generated. The Company also recognizes federal and state deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. The Company evaluates deferred income taxes quarterly to determine if valuation allowances are required by considering available evidence. If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, the Company could be required to increase its valuation allowance against its deferred tax assets which could result in an increase in the Company’s effective tax rate and an adverse impact on operating results. The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets. The difference between the statutory and effective rates for the three and six months ended June 30, 2025 and 2024 is a result of the Company applying a full valuation allowance against any deferred tax assets as a result of net operating losses due to uncertainties surrounding the usability of such net operating losses. The ability to utilize such net operating loss carry forwards may be limited due to possible changes in ownership as defined under Internal Revenue Code section 382.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions. The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it is less than 50% likely to be sustained. Uncertain tax positions are recognized in the first subsequent financial reporting period in which that threshold is met or from changes in circumstances such as the expiration of applicable statutes of limitations. The Company will recognize interest and penalties related to tax positions in income tax expense.

Segment Reporting

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The standard expands reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit (referred to as the “significant expense principle”). The standard has been adopted for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements.

Common and Preferred Stock (Tables)

6 Months Ended

Jun. 30, 2025

Common And Preferred Stock

Schedule of proceeds from the sale of common stock


Gross proceeds from sale of common stock	$	11,644,005
Less:
Reclassification of deferred offering costs to APIC at the completion of the offering		(1,391,580	)
Net proceeds from the sale of common stock	$	10,252,425

Commitments and Contingencies (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 11, 2024	Mar. 31, 2025	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Jun. 06, 2023
Offsetting Assets [Line Items]
Fair value of warrants							$ 2,015,413
Amortization of debt issuance costs					$ 769,441
Unamortized debt issuance costs			$ 1,534,413		1,534,413		1,870,316
Interest expense			48,750	$ 1,171,963	357,672	$ 2,559,456
Line of Credit [Member]
Offsetting Assets [Line Items]
Amortization of debt issuance costs			$ 167,951		$ 335,903
Warrant [Member]
Offsetting Assets [Line Items]
Fair value of common stock			$ 12.00		$ 12.00
Expected volatility					86.00%
Risk-free interest rate					4.82%
Term					2 years 6 months
Orient EuroPharma Co., Ltd. [Member]
Offsetting Assets [Line Items]
Litigation settlement payable			$ 4,000,000		$ 4,000,000		4,000,000,000
Vendor [Member]
Offsetting Assets [Line Items]
Litigation settlement payable								$ 600,000
Interest expense			48,750		56,250
Accrued interest			$ 97,500		$ 97,500		$ 41,250
Line of Credit Agreement [Member] \| HCWG [Member]
Offsetting Assets [Line Items]
Line of credit	$ 10,000,000.0
Line of credit, interest rate	10.00%
Number of warrants to purchase	312,500
Exercise price	$ 12.00
Warrants expiration date	Oct. 23, 2029
Warrants issued							312,500
Warrants outstanding							312,500
Warrants vested							312,500
Warrants exercised		162,500
Issuance of common stock		162,500
Line of Credit Agreement [Member] \| HCWG [Member] \| Warrant [Member]
Offsetting Assets [Line Items]
Common stock remaining available of issuance			150,000		150,000

Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance - March 31, 2025, as restated at Dec. 31, 2023	$ 1,656	$ 24,720,072	$ (38,709,981)	$ (13,988,253)
Beginning balance, shares at Dec. 31, 2023	16,560,000
Net loss			(2,938,976)	(2,938,976)
Balance - June 30, 2025 at Mar. 31, 2024	$ 1,656	24,720,072	(41,648,957)	(16,927,229)
Ending balance, shares at Mar. 31, 2024	16,560,000
Sale of common stock, net of offering costs	$ 14	1,702,654		1,702,668
Sale of common stock, net of offering costs, shares	141,889
Common stock issued for bridge loan conversion	$ 98	11,748,366		11,748,464
Common stock issued for bridge loan conversion, shares	979,039
Common stock issued for settlement of vendor payable	$ 12	1,377,078		1,377,090
Common stock issued for settlement of vendor payable, shares	114,758
Common stock issued for settlement of accrued compensation	$ 3	412,497		412,500
Common stock issued for settlement of accrued compensation, shares	34,375
Net loss			(4,522,006)	(4,522,006)
Balance - June 30, 2025 at Jun. 30, 2024	$ 1,783	39,960,667	(46,170,963)	(6,208,513)
Ending balance, shares at Jun. 30, 2024	17,830,061
Balance - March 31, 2025, as restated at Dec. 31, 2024	$ 1,809	45,101,675	(50,608,445)	(5,504,961)
Beginning balance, shares at Dec. 31, 2024	18,090,526
Sale of common stock, net of offering costs	$ 73	10,252,425		10,252,498
Sale of common stock, net of offering costs, shares	727,750
Net loss			(32,326,016)	(32,326,016)
Common stock issued for advisory services	$ 5	557,055		557,060
Common stock issued for advisory services, shares	46,000
Cashless exercise of warrants	$ 16	(16)
Cashless exercise of warrants, shares	162,500
Share based compensation		17,397,774		17,397,774
Balance - June 30, 2025 at Mar. 31, 2025	$ 1,903	73,308,913	(82,934,461)	(9,623,645)
Ending balance, shares at Mar. 31, 2025	19,026,776
Balance - March 31, 2025, as restated at Dec. 31, 2024	$ 1,809	45,101,675	(50,608,445)	(5,504,961)
Beginning balance, shares at Dec. 31, 2024	18,090,526
Balance - June 30, 2025 at Jun. 30, 2025	$ 1,903	76,797,234	(88,614,631)	(11,815,494)
Ending balance, shares at Jun. 30, 2025	19,026,776
Balance - March 31, 2025, as restated at Mar. 31, 2025	$ 1,903	73,308,913	(82,934,461)	(9,623,645)
Beginning balance, shares at Mar. 31, 2025	19,026,776
Other		(37,755)		(37,755)
Net loss			(5,680,170)	(5,680,170)
Share based compensation		3,526,076		3,526,076
Balance - June 30, 2025 at Jun. 30, 2025	$ 1,903	$ 76,797,234	$ (88,614,631)	$ (11,815,494)
Ending balance, shares at Jun. 30, 2025	19,026,776

Leases (Details) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Leases [Abstract]
2025	$ 40,670
2026	83,137
2027	85,663
2028	88,231
2029	90,928
Thereafter	44,944
Total	433,573
Less: interest	(38,061)
Present value of lease liability	395,512	$ 24,722
Less: current portion	(68,633)
Noncurrent portion	$ 326,879

Subsequent Events (Details Narrative) - USD ($)		6 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Aug. 13, 2025	Jun. 30, 2025	Jul. 31, 2025	Jun. 30, 2024
Debt Instrument [Line Items]
Principal amount
Investment and joint venture description		Company would own 10 million shares of NuroMena and contribute a license to its technology to NuroMena, and the Investor will purchase 2.5 million shares of NuroMena for a subscription price of $400,000 (“Initial Investment”). Following the formation of the entity and closing of the Initial Investment, the Investor shall source one or more future investors to purchase up to $50.0 million at $25/share in common stock of the Company, of which 70% of the proceeds will be maintained by the Company and 30% will be transferred to an operating entity to be formed under NuroMena, to conduct clinical trials in the middle-east markets.
Convertible Debt [Member]
Debt Instrument [Line Items]
Principal amount			$ 5,000,000
Proceeds from issuance of promissory notes	$ 4,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Description of Business and Liquidity

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Description of Business and Liquidity

Note 1 – Description of Business and Liquidity

NeOnc Technologies, Inc. (“NTI”) was incorporated on April 13, 2005, as a California corporation. On April 7, 2023, NTI merged into NeOnc Technologies Holdings, Inc. (“NTHI” and the combined entities “NeOnc” or the “Company”). NTHI was incorporated January 5, 2023, as a Delaware Corporation.

NeOnc is the developer of a novel molecular technology that provides enhanced targeted delivery of technologies for treating central nervous system diseases. The Company’s lead product, NEO100 is in clinical trials treating glioblastoma, and has Orphan Drug and Fast Track designation from the United States Food and Drug Administration (“FDA”). The Company licensed the underlying technology from the University of Southern California. (“USC”).

On October 11, 2024, the Company entered into an agreement with a broker dealer to serve as placement agent and provide broker services in connection with the proposed sale of common stock up to $10,000,000. Under this agreement, through December 31, 2024, the Company closed on commitments from investors to purchase 625,000 shares of common stock of the Company at $16 per share for total commitments of $10,000,000, which were to be held in escrow until the Company’s registration statement was declared effective. During the three months ended March 31, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $16 per share, for total commitments of $1,644,000, On March 10, 2025, the Company’s registration statement was declared effective at which time the $11,644,000 in escrow was released to the Company. On March 26, the Company was listed (“Listing”) on the NASDAQ global markets.

Liquidity

The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2025, the Company had cash totaling $125,039. For the three and six months ended June 30, 2025, the Company incurred a net loss of $5,680,170 and $38,006,186, respectively, and has an accumulated deficit of $88,614,631 at June 30, 2025. The Company has financed its working capital requirements to date primarily through the sale of common stock, shareholder loans and related party bridge loans.

The Company does not have sufficient available capital to fund operations for a period of twelve months from the issuance date of these financial statements. Although the Company has established agreements with several funding potential sources (see Notes 6, 7 and 10), the Company does not know whether additional financing will be available when needed, whether it will be available on favorable terms, or if it will be available at all. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other risks and uncertainties

The Company is subject to risks common to biopharmaceutical companies, including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, and the uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third-party suppliers and, in some cases, single-source suppliers. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions where the Company may license or sell its products. There can be no assurance that the Company’s products will receive all required approvals or clearances.

There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost with appropriate performance characteristics or that such products will be successfully marketed, if at all.

Subsequent Events

6 Months Ended

Jun. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 11 – Subsequent Events

Convertible debt

In July 2025, the Company entered into a series of convertible promissory notes with a group of investors for the aggregate purchase price of $4 million. The notes are payable three months after purchase for a total amount of $5 million (20% OID). The Company may extend the payment date for up to three additional one-month periods with the OID on the Notes increasing to 25%, 30% and 35% with respect to any such monthly extensions. Further, upon the occurrence of an Event of Default, as that term is defined in the Notes, the Notes shall be convertible into shares of the Common stock of the Company at a price equal to 80% of the lowest closing sale price of the Company’s common stock as reported on the Nasdaq Global Market on any trading day during the five (5) trading days prior to the respective conversion date. As of August 13, 2025, the Company has received the full proceeds from the issuance of $4,000,000 of such promissory notes.

Investment and Joint Venture

In June 2025, the Company (through a soon to be formed entity – Nuromena Holdings Ltd. “NuroMena”) entered into a letter of intent to form an investment and joint venture agreement with a Middle-East investor (“Investor”), names Quazar Investments. At the formation date, the Company would own 10 million shares of NuroMena and contribute a license to its technology to NuroMena, and the Investor will purchase 2.5 million shares of NuroMena for a subscription price of $400,000 (“Initial Investment”). Following the formation of the entity and closing of the Initial Investment, the Investor shall source one or more future investors to purchase up to $50.0 million at $25/share in common stock of the Company, of which 70% of the proceeds will be maintained by the Company and 30% will be transferred to an operating entity to be formed under NuroMena, to conduct clinical trials in the middle-east markets. As of August 13, 2025, the entity has not yet been formed, and therefore the Initial Investment has not yet occurred.

In July 2025, the Company satisfied a key milestone in connection with the anticipated closing of its previously announced strategic transaction with Quazar Investment. Specifically, the Company executed and transferred a Sub-License Agreement from NeOnc Technologies Holdings, Inc. to its Abu Dhabi onshore operating subsidiary, NuroCure. The Sub-License grants rights within the United Arab Emirates and the broader GCC and MENA regions for NEO100 and NEO212 pursuant to the Company’s existing license from the USC Stevens Center for Innovation.

On July 8, 2025, the Company announced that it had entered into a non-binding term sheet with Quazar Investment for a proposed $50 million equity investment and regional expansion into the MENA markets. The Sub-License Agreement constituted the second of five conditions precedent to closing the transaction. Subsequent to execution of the Sub-License, the Company satisfied all remaining conditions precedent to closing, including:

Finalization of definitive offering documents, including subscription agreements and a shareholder agreement;

Approval of a comprehensive two-year business plan and budget, setting forth operational and clinical development milestones; and

Legal formation of NuroMENA Holdings Ltd., incorporated under the Abu Dhabi Global Market framework.

The completion of these steps fulfills all the required conditions for closing and positions the Company to consummate the Quazar Investment transaction.

Binding Letter of Intent

On July 24, 2025, the Company entered into a binding Letter of Intent (“LOI”) with Dr. Ishwar K. Puri and Beth R. Levinson, setting forth the principal terms for the acquisition by NeOnc of all equity interests in a to-be-formed limited liability company (the “Target Company”). The Target Company was subsequently organized as JandB Holdings LLC, a California limited liability company.

Under the terms of the binding LOI, the transaction consideration includes:

(i)

a cash payment of $500,000 to McMaster University on or before October 31, 2025; and

(ii)

$3.0 million, less expenses, payable in shares of the Company’s common stock valued at $25.00 per share, to JandB Holdings LLC.

The Company believes this acquisition represents a strong strategic fit and supports its long-term growth initiatives. The closing of the transaction is subject to the negotiation and execution of definitive agreements, including a Share Exchange Agreement and related documentation, to be prepared by the Company’s legal counsel and reviewed by the Target Company’s legal counsel.

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Revenues:
Revenue		$ 20,000	$ 39,990	$ 63,000
Operating Expenses:
Research and development	677,332	394,484	1,675,554	1,009,001
Legal and professional	520,364	590,984	1,477,909	1,155,338
General and administrative	984,262	289,652	1,833,747	705,264
Share based compensation	3,526,076		20,923,850
License expense		25,000		25,000
Advisory fees			11,737,806
Total Operating Expenses	5,708,034	1,300,120	37,648,866	2,894,603
Loss From Operations	(5,708,034)	(1,280,120)	(37,608,876)	(2,831,603)
Other Income (Expense):
Interest income	28,725		80,424
Amortization of debt issuance and deferred offering costs	(192,249)		(360,200)
Other income, net	240,138		240,138
Interest expense - related parties	(48,750)	(1,171,963)	(357,672)	(2,559,456)
Loss on extinguishment of Bridge loan - related party		(2,069,923)		(2,069,923)
Net Loss	$ (5,680,170)	$ (4,522,006)	$ (38,006,186)	$ (7,460,982)
Loss per share:
Basic net loss per common share	$ (0.30)	$ (0.27)	$ (2.04)	$ (0.45)
Diluted net loss per common share	$ (0.30)	$ (0.27)	$ (2.04)	$ (0.45)
Weighted average shares used in computing basic net loss per common share	19,026,776	16,636,455	18,589,859	16,598,227
Weighted average shares used in computing diluted net loss per common share	19,026,776	16,636,455	18,589,859	16,598,227

Common and Preferred Stock (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended				6 Months Ended
	Oct. 11, 2024	Mar. 31, 2025	Jun. 30, 2025	Mar. 31, 2025	Dec. 31, 2024	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized			100,000,000		100,000,000		100,000,000
Common stock, par value			$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares authorized			10,000,000		10,000,000		10,000,000
Preferred stock, par value			$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued			0		0		0
Placement agent fees							$ 300,000
Advisory services fees							100,000
Common stock issued for advisory services				$ 557,060
Deferred offering costs					$ 1,071,947
Deferred offering costs incurred			$ 0				$ 319,633
Common stock, shares issued			19,026,776		18,090,526		19,026,776
Amortization of debt issuance costs			$ 192,249				$ 360,200
Equity Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Share price		$ 12.11		$ 12.11
Deferred offering costs			123,520				123,520
Common stock, shares issued		16,000		16,000
Amortization of debt issuance costs			$ 48,440				$ 70,238
Advisory Services [Member]
Subsidiary, Sale of Stock [Line Items]
Share price		$ 12.11		$ 12.11
Common stock issued for advisory services, shares		30,000
Common stock issued for advisory services		$ 363,300
Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock				102,750	625,000		102,750
Share price		$ 16	$ 16	$ 16	$ 16		$ 16
Total commitments		$ 1,644,005		$ 1,644,005	$ 10,000,000
Escrow released		$ 11,644,005	$ 11,644,000	$ 11,644,005			$ 11,644,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock							727,750
Share price			$ 16				$ 16
Proceeds from issuance of private placement							$ 11,644,005
Common stock issued for advisory services, shares							46,000
Release of restricted stock units							3,310,000
Private placement description	Company entered into an agreement with RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (“Broker”) to serve as placement agent and provide broker services in connection with the possible sale of common stock up to $10 million. If a sale is made between the Company and any institutional or individual third-party funding source introduced by the placement agent, the Company will pay a placement fee of 8% of the gross proceeds. In addition, the company agrees to pay; (a) 1.0% of the gross proceeds for non-accountable expenses; and (b) out of pocket expenses plus the costs associated with the use of a third-party electronic road show service up to $10,000. The agreement expired on January 11, 2025 and was amended and restated on January 29, 2025 to extend the term for another six months through July 29, 2025 and increased the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee.

Common and Preferred Stock

6 Months Ended

Jun. 30, 2025

Common And Preferred Stock

Common and Preferred Stock

Note 7 – Common and Preferred Stock

The total number of shares of common stock available for issue by NTHI is 100,000,000 shares of common stock at $0.0001 par value per share and the total number of shares of preferred stock is 10,000,000 at a par value of $0.0001. As of June 30, 2025, no preferred shares have been issued. The board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

During the six months ended June 30, 2025, the Company sold 727,750 shares of common stock at a price of $16 per share for gross proceeds of $11,644,005 pursuant to a private placement of its securities, issued 46,000 shares as part of advisory services related to the listing and as part of the private placement fee for our equity line of credit, 162,500 shares were issued for the cashless exercise of warrants, and the release of 3,310,000 shares for restricted stock units.

The net proceeds from the sale of common stock, were calculated as follows:


Gross proceeds from sale of common stock	$	11,644,005
Less:
Reclassification of deferred offering costs to APIC at the completion of the offering		(1,391,580	)
Net proceeds from the sale of common stock	$	10,252,425

Private Placement

On October 11, 2024, the Company entered into an agreement with RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (“Broker”) to serve as placement agent and provide broker services in connection with the possible sale of common stock up to $10 million. If a sale is made between the Company and any institutional or individual third-party funding source introduced by the placement agent, the Company will pay a placement fee of 8% of the gross proceeds. In addition, the company agrees to pay; (a) 1.0% of the gross proceeds for non-accountable expenses; and (b) out of pocket expenses plus the costs associated with the use of a third-party electronic road show service up to $10,000. The agreement expired on January 11, 2025 and was amended and restated on January 29, 2025 to extend the term for another six months through July 29, 2025 and increased the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee.

Under this agreement, through December 31, 2024, the Company closed on commitments from investors to purchase 625,000 shares of common stock of the Company at $16 per share for total commitments of $10,000,000, which were to be held in escrow until the Company’s registration statement was declared effective. During the three months ended March 31, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $16 per share, for total commitments of $1,644,005, also to be held in escrow until the Company’s registration statement was declared effective. On March 25, 2025, the Company’s registration statement was declared effective at which time the $11,644,005 in escrow was released to the Company.

In connection with the agreement, the Company paid $300,000 in placement agent fees to Broker for securing $2,500,000 in commitments for the Private Placement. This fee was paid when the funds were released from escrow and recorded as a reduction to additional paid-in capital on the condensed consolidated statement of shareholders’ deficit as of June 30, 2025.

Advisory Services

On October 3, 2024, as amended on January 23, 2025, the Company entered into an agreement with Broker, for financial advisory and investment banking services in connection with a direct listing of the Company’s common stock on the Nasdaq Global Market or other major US market. The agreement provides for a one-time fee of $250,000 payable three days after the direct listing and the issuance of 30,000 shares of common stock (which are restricted until the shares are registered by filing a resale S-1 within 30 days after the effective date of the direct listing). In addition, the Company agreed to pay up to $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third-party electronic road show service. Such fees were included in accounts payable and deferred offering costs in the accompanying consolidated balance sheets as of December 31, 2024. The fair value of the 30,000 shares issued in March 2025, amounting to $363,300, was determined using the closing day price of $12.11. This amount was recorded as an advisory fee on the condensed consolidated statement of operations. The agreement expired on January 3, 2025 and was amended and restated on January 23, 2025 to extend the term for another six months through July 23, 2025. No additional fees are expected under this agreement.

Deferred Offering Costs

Deferred offering costs relating to the Private Placement and direct listing at December 31, 2024 totaled $1,071,947. At June 30, 2025, this amount plus $0 and $319,633 incurred in the three and six months ended June 30, 2025, respectively was reclassified against the common stock issued in the condensed consolidated statement of changes in shareholder’s deficit.

Equity Purchase Agreement

On October 22, 2024, we entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Mast Hill Fund, LP (“Mast Hill”) pursuant to which the Company may sell and issue to Mast Hill, and the investor may purchase from the Company, up to $50,000,000 of Company’s common shares. Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct Mast Hill, by its delivery to the Mast Hill of a Put Notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $50,000 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 150% of the average trading volume of the Company’s common stock during the five trading days immediately preceding the Put Date. The Company could draw down any funds under the Equity Purchase Agreement until the Company has an effective registration statement.

The actual amount of proceeds we receive pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by the applicable purchase price. The purchase price for each of the Put Shares equals 95% of the Market Price, (as defined below) less the Clearing Costs (as defined below). Market Price is the lowest volume weighted average prices of the Company’s common shares on its principal market on any trading day during the Valuation Period (as defined below). The Valuation Period is the five trading days immediately following the date on which Mast Hill receives the Put Shares in its brokerage account. Clearing Costs are all the fees incurred by Mast Hill with respect to its brokerage firm, clearing firm, Company transfer agent fees, and attorney fees, with respect to the Put Shares.

The term of the Equity Purchase Agreement will commence on the effective date of the direct listing and will terminate on the earlier of i) the date on which the Mast Hill shall have purchased Put Shares equal to the $50,000,000, (ii) twenty-four (24) months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to Mast Hill, (iv) this Registration Statement is no longer effective after the initial effective date of this Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a receiver, trustee, assignee, liquidator or similar official is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. As of June 30, 2025, nothing has been transacted under this agreement.

In connection with this agreement, we issued 16,000 shares of common stock to Mast Hill. The fair value of the shares granted to Mast Hill upon issuance was determined by using the closing day price of $12.11. Such amount net of amortization was recorded as deferred offering cost on the condensed consolidated balance sheet as of March 31, 2025. For the three and six months ended June 30, 2025, the Company reported $48,440 and $70,238, respectively as amortization expense in the condensed consolidated statement of operations, and the remaining deferred offering costs of $123,520 at June 30, 2025 are to be amortized over the remaining term of the Equity Purchase Agreement.

Investment agreement

In July 2025, the Company sold 132,342 shares of common stock at $3.73 per share for gross proceeds of approximately $493,000 pursuant to Equity Purchase Agreement with Mast Hill

Commitments and Contingencies

6 Months Ended

Jun. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Line of Credit Commitment – Related Party

On October 11, 2024, the Company entered into a Line of Credit Agreement (“the Agreement”) with HCWG for borrowings of up to $10.0 million. Borrowings under the Line of Credit Agreement bear interest at 10.0% per annum and increases to 14% if the Agreement is extended. Interest payments are due on the first business day of each calendar month and the unpaid principal is due on October 12, 2027. No amounts have been borrowed under the facility through June 30, 2025.

In connection with the agreement, the Company issued HCWG five-year warrants to purchase up to 312,500 shares of our common stock at an exercise price of $12.00 per share. These warrants expire on October 23, 2029. As of December 31, 2024, there were 312,500 warrants issued, outstanding and fully vested. In March 2025, 162,500 warrants were exercised in a cashless exercise, resulting in the issuance of 162,500 shares of common stock. At June 30, 2025, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

The fair value of the warrants on the grant date was determined using the Black-Scholes valuation model, with the following key assumptions:

●

Fair value of common stock: $12.00

●

Expected volatility: 86%

●

Risk-free interest rate: 4.82%

●

Term: 2.5 years

The fair value of warrants at inception was $2,015,413, which was recorded as additional paid-in capital on the condensed consolidated statement of changes stockholders’ deficit for the year ended December 31, 2024, and as debt issuance costs on the balance sheet. The debt issuance costs are being amortized over the term of the line of credit and amounted to $167,951 and $335,903 for the three and six months ended June 30, 2025. At June 30, 2025 and December 31, 2024, unamortized debt issuance costs total $1,534,413 and $1,870,316, respectively, which will be amortized over the remaining 19 months of the facility.

Litigation

From time to time, the Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business which could result in a material adverse effect on the Company’s combined financial position, results of operations or cash flows. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated. As of June 30, 2025 and December 31, 2024, the Company had no liabilities recorded for loss contingencies, except as below.

License Agreement - Orient EuroPharma Co., Ltd.

On November 8, 2013, the Company entered into a collaboration agreement (“Agreement”) with Orient EuroPharma Co., Ltd. (“OEP”), pursuant to which the parties will develop certain licensed products defined in the Agreement. NeOnc will license OEP the right to commercialize the Company’s drug NEO100, a highly purified form of perillyl alcohol (“Licensed Product”), in the territories specified in the license agreement (“Territory”).

In 2023, the Company sent notice to OEP indicating their intent to terminate the Agreement with OEP, after which OEP threatened litigation. On February 15, 2024, OEP and the Company entered into a settlement agreement whereas the Company and OEP terminated the Agreement in exchange for a payment in the amount of $4,000,000 payable by the Company to OEP within ten days of the date the Company completes its initial public offering. The Company has a litigation settlement payable of $4,000,000 in the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively. As of the date of this filing, the Company has not paid the litigation settlement amount.

On June 6, 2023, a vendor filed a complaint against the Company for breach of contract in the Central District of California. The vendor alleged that the Company improperly terminated an Intellectual Property License and Supply Agreement (“IPLSA”) and that the Company also defrauded the vendor in connection with IPLSA. This matter was settled on October 16, 2023, and the Company agreed to pay the vendor $600,000 within 5 business days of the close of the date that the Company completes an IPO or March 31, 2024, whichever occurs first. The Company has a litigation settlement payable in the accompanying condensed consolidated balance sheet at June 30, 2025 and December 31, 2024. As of the date of this filing, the Company has not paid the litigation settlement amount.

On March 31, 2024, a vendor agreed to extend the payment until May 15, 2024 for payment of an additional $25,000, payable on demand. On July 25, 2024, the arbitrator granted the implementation of interest at the statutory rate on the unpaid balance commencing May 15, 2024 until paid, therefore an additional $48,750 and $56,250 of interest expense is recognized in the accompanying condensed consolidated statement of operations during the three and six months ended June 30, 2025, respectively.

At June 30, 2025 and December 31, 2024, $97,500 and $41,250 of accrued interest is included in litigation settlement payable in the accompanying condensed consolidated balance sheet.

Related Party Loans Payable (Details)	3 Months Ended	6 Months Ended
Related Party Loans Payable (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Related Party Loans Payable
Balance at beginning	$ 11,378,683	$ 9,802,697
Borrowings	221,075	1,368,422
OID	221,075	1,368,422
Repayments	(72,369)	(791,077)
Balance at end	11,748,464	11,748,464
Conversion to common stock	(11,748,464)	(11,748,464)
Principal outstanding

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2025

Stock-based Compensation

Schedule of restricted stock units activity


Restricted Stock Units
Activity	RSUs Granted
2024
January 1, 2024		-
Granted		3,060,000
Cancelled		(100,000	)
December 31, 2024		2,960,000
2025
Granted during six months ended June 30, 2025		350,000
Forfeited		(300,000	)
Balance at June 30, 2025		3,010,000
Released RSUs for six months ended June 30, 2025		-

Stock-Based Compensation (Details) - Restricted Stock Units (RSUs) [Member] - shares		6 Months Ended	12 Months Ended
	Jun. 01, 2025	Jun. 30, 2025	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units, at ending		2,960,000
Restricted stock units, at beginning		350,000	3,060,000
Restricted stock units, Forfeited	(300,000)	(300,000)	(100,000)
Restricted stock units, at ending		3,010,000	2,960,000
Released restricted stock units

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
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+ Details

Description of Business and Liquidity (Details Narrative) - USD ($)

3 Months Ended

6 Months Ended

Oct. 11, 2024

Jun. 30, 2025

Mar. 31, 2025

Dec. 31, 2024

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Defined Benefit Plan Disclosure [Line Items]

Proposed sale of common stock

$ 10,000,000

$ 11,324,372

$ 1,702,668

Cash

$ 125,039

125,039

Net loss

5,680,170

$ 32,326,016

^[1],[2]

$ 4,522,006

38,006,186

$ 7,460,982

Accumulated deficit

$ 88,614,631

$ 82,934,461

^[2]

$ 50,608,445

$ 88,614,631

Investor [Member]

Defined Benefit Plan Disclosure [Line Items]

Purchased shares of common stock

102,750

625,000

102,750

Share price

$ 16

Total commitments

$ 1,644,000

$ 10,000,000

$ 1,644,000

Escrow released

$ 11,644,000

$ 11,644,005

$ 11,644,000

[1]	Also restated as presented in Note 1 to the condensed consolidated financial statements for the three months ended March 31, 2025
[2]	Also restated as presented in Note 7 to the condensed consolidated financial statements for the three months ended March 31, 2025

Related p (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
Related p (Details Narrative) - USD ($)	Jul. 12, 2024	Mar. 26, 2025	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024
Upfront payment	$ 2,500,000
Amendment fees	$ 500,000
Advisory fee expense		$ 11,328,565			$ 5,882,710
Advisory fee paid		$ 2,500,000
Monthly installments					8,828,565
Annual patent maintenance fee					$ 20,000
Royalties percentage					4.00%
Utilizes laboratory and patent maintenance services			$ 82,225	$ 184,449	$ 191,239	$ 283,473
Utilizes laboratory and patent maintenance services payable			499,225		499,225		$ 272,328
Accrued compensation			255,105		255,105		$ 734,874
Research and Development Expense [Member]
Utilizes laboratory and patent maintenance services			82,225	164,449	191,239	263,473
General and Administrative Expense [Member]
Utilizes laboratory and patent maintenance services			$ 0	$ 20,000	$ 0	$ 20,000

Leases (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
Leases (Details Narrative) - USD ($)	Feb. 01, 2024	Apr. 30, 2025	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024
Leases [Abstract]
Base rent	$ 25,000	$ 6,778
Lease increases percentage	3.00%	3.00%
Right-of-use asset							$ 23,526
Lease liability			$ 395,512		$ 395,512		$ 24,722
Lease discount rate			3.72%		3.72%		13.49%
Operating Lease term			61 months		61 months
Right-of-use asset			$ 397,817		$ 397,817
Lease expense			15,581	$ 56,325	40,303	$ 111,793
Cash paid for amounts included in the measurement of lease liability			$ 13,557	$ 75,000	$ 38,557	$ 125,000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Dec. 31, 2024

Additional Paid In Capital

$ 76,797,234

$ 73,308,913

$ 76,797,234

$ 45,101,675

Accumulated Deficit

(88,614,631)

(82,934,461)

^[1]

(88,614,631)

$ (50,608,445)

Share based Compensation

3,526,076

17,397,774

^[1],[2]

20,923,850

Total Operating Expense

5,708,034

31,940,832

1,300,120

37,648,866

2,894,603

Loss from operations

(5,708,034)

(31,900,842)

(1,280,120)

(37,608,876)

(2,831,603)

Net Loss

$ (5,680,170)

$ (32,326,016)

^[1],[3]

$ (4,522,006)

$ (38,006,186)

$ (7,460,982)

Net loss per share

$ (0.30)

$ (1.78)

$ (0.27)

$ (2.04)

$ (0.45)

Share based compensation adjustment

$ 17,397,774

Fair value of RSUs at respective grant date

31,496,508

Unamortized portion

$ 14,098,734

Remaining term

9 months 18 days

Catch up amortization as of the listing date

$ 17,147,463

Previously Reported [Member]

Additional Paid In Capital

78,984,884

Accumulated Deficit

^[1]

(88,610,432)

Share based Compensation

^[1],[2]

23,073,745

Total Operating Expense

37,616,803

Loss from operations

(37,576,813)

Net Loss

^[1],[3]

$ (38,001,987)

Net loss per share

$ (2.10)

Share based compensation adjustment

$ 23,073,745

Fair value of RSUs at respective grant date

37,336,500

Unamortized portion

$ 14,262,755

Remaining term

1 year 9 months 18 days

Catch up amortization as of the listing date

$ 22,756,463

Revision of Prior Period, Adjustment [Member]

Additional Paid In Capital

5,675,971

Accumulated Deficit

^[1]

(5,675,971)

Share based Compensation

^[1],[2]

5,675,971

Total Operating Expense

5,675,971

Loss from operations

(5,675,971)

Net Loss

^[1],[3]

$ (5,675,971)

Net loss per share

$ (0.32)

Share based compensation adjustment

$ 5,675,971

Fair value of RSUs at respective grant date

(5,839,992)

Unamortized portion

$ (164,021)

Remaining term

1 year

Catch up amortization as of the listing date

$ (5,608,537)

[1]	Also restated as presented in Note 7 to the condensed consolidated financial statements for the three months ended March 31, 2025
[2]	Also restated as presented in Note 8 to the condensed consolidated financial statements for the three months ended March 31, 2025
[3]	Also restated as presented in Note 1 to the condensed consolidated financial statements for the three months ended March 31, 2025

Leases (Tables)

6 Months Ended

Jun. 30, 2025

Leases [Abstract]

Schedule of lease liabilities for operating leases


Twelve Months Ended December 31,
2025	$	40,670
2026		83,137
2027		85,663
2028		88,231
2029		90,928
Thereafter		44,944
Total		433,573
Less: interest		(38,061	)
Present value of lease liability		395,512
Less: current portion		(68,633	)
Noncurrent portion	$	326,879

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2025

Segment Reporting [Abstract]

Schedule of segment reporting

Schedule of segment reporting
	For the Six Months Ended June 30,
	2025			2024
Revenues	$	39,990		$	63,000

Less: Significant and other segment expenses:
NEO100		688,628			456,721
NEO100-02		201,787			123,431
NEO212		455,629			359,696
Pediatric		99,010			68,988
Laboratory		192,377			-
Other		38,123			165
Total research and development expense		1,675,554			1,009,001

Advisory fee		11,737,806			-
Legal and accounting		1,477,909			1,155,338
Employee Expenses		334,160			145,724
Debt issuance and deferred offering costs amortization		360,200			111,793
Investor relations		771,073			6,663
Share based compensation		20,923,850			-
Other general and administrative expense		728,514			466,084
Interest expense - related parties’ loans		357,672			2,559,456
Loss on extinguishment of Bridge loan - related party		-			2,069,923
Interest income		(80,424	)		-
Other Income		(240,138	)		-
Net loss	$	(38,006,186	)	$	(7,460,982	)

	For the Three Months Ended June 30,
	2025			2024
Revenues	$	-		$	20,000

Less: Significant and other segment expenses:
NEO100		109,166			98,399
NEO100-02		93,326			96,367
NEO212		279,074			197,962
Pediatric		50,178			1,591
Laboratory		107,465			-
Other		38,123			165
Total research and development expense		677,332			394,484

Advisory fee		-			-
Legal and accounting		520,364			590,984
Employee Expenses		163,887			-
Debt issuance and deferred offering costs amortization		192,249			111,793
Investor relations		226,766			-
Share based compensation		3,526,076			-
Other general and administrative expense		593,609			205,860
Interest expense - related parties’ loans		48,750			1,171,963
Interest income		(28,725	)		2,069,923
Other Income		(240,138	)		-
Net loss	$	(5,680,170	)	$	(4,522,006	)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2025	Jun. 30, 2024
Cash flows from operating activities:
Net loss	$ (38,006,186)	$ (7,460,982)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in bridge loan - expenses paid by bridge loan provider on behalf of the Company		476,393
Accretion of original issue discount on bridge loans - related party	300,000	2,558,241
Write off deferred issuance costs		703,796
Share based compensation - restricted stock	20,923,850
Loss on extinguishment of bridge loan		2,069,923
Amortization of debt issuance costs and deferred offering costs	769,441
Amortization of right of use asset	18,153	111,793
Changes in operating assets and liabilities:
Prepaid expenses	(350,134)	(90,312)
Other assets	(47,177)
Accrued compensation	(479,775)	10,724
Lease liability	(20,458)	(103,304)
Accrued advisory fee	5,882,710
Accounts payable and accounts payable - related parties	45,350	1,551,272
Net cash used in operating activities	(10,964,226)	(172,456)
Cash flows from financing activities:
Proceeds from the sale of common stock	11,324,372	1,702,668
Proceeds from related party loan	300,000	892,028
Repayment of related party loan	(600,000)	(791,077)
Deferred offering costs		(130,491)
Net cash provided by financing activities	11,024,372	1,673,128
Net increase in cash and cash equivalents	60,146	1,500,672
Cash and cash equivalents - beginning of period	64,893	31,862
Cash and cash equivalents - end of period	125,039	1,532,534
Supplemental disclosure of non-cash financing activities:
Original issue discount on bridge loan - related party	300,000	1,368,421
Right of use asset, at lease commencement	415,970	536,605
Reclassified of deferred offering costs to APIC at the completion of the offering	1,391,580
Increase in bridge loan payable – prepaid and deferred offering costs paid directly by bridge loan provider on behalf of the Company		31,346
Conversion of bridge loan to common stock		11,748,464
Conversion of accrued compensation		412,500
Conversion of account payable to common stock		$ 1,377,090

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	19,026,776	18,090,526
Common stock, shares outstanding	19,026,776	18,090,526

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year.

Principles of consolidation

Principles of consolidation

Use of estimates

Use of estimates

Cash and cash equivalents

Cash and cash equivalents

Deferred offering costs

Deferred offering costs

Debt issuance costs

Debt issuance costs

Warrants

Warrants

Leases

Leases

Fair value measurements

Fair value measurements

The fair value hierarchy is categorized into three levels based on the inputs as follows:

●

Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement.

Revenue

Revenue

Research and development

Research and development

Patent costs

Patent costs

Share-based compensation

Share-based compensation

Net loss per share

Net loss per share

Income taxes

Income taxes

Segment Reporting

Segment Reporting

6 Months Ended

Jun. 30, 2025

Segment Reporting [Abstract]

Segment Reporting

Note 8 – Segment Reporting

The company manages our business activities on a consolidated basis and operates as a single operating segment: Biotechnology. The accounting policies of the Biotechnology segment are the same as those described in Note 1 – Summary of Significant Accounting Policies.

Our Chief Operating Decision Maker (“CODM”) is our President and Chief Executive Officer, Dr. Chen. The CODM uses net loss, as reported on our condensed consolidated statement of operations, in evaluating the performance of the biotechnology segment and determining how to allocate resources of the Company as a whole, including investing in our research and development programs and acquisition/licensing strategy. The CODM does not review assets in evaluating the results of the biotechnology segment, and therefore, such information is not presented. The following supplemental information breaks down the research and development costs for the three and six months ended June 30, 2025 and 2024, respectively.

Schedule of segment reporting
	For the Six Months Ended June 30,
	2025			2024
Revenues	$	39,990		$	63,000

Less: Significant and other segment expenses:
NEO100		688,628			456,721
NEO100-02		201,787			123,431
NEO212		455,629			359,696
Pediatric		99,010			68,988
Laboratory		192,377			-
Other		38,123			165
Total research and development expense		1,675,554			1,009,001

Advisory fee		11,737,806			-
Legal and accounting		1,477,909			1,155,338
Employee Expenses		334,160			145,724
Debt issuance and deferred offering costs amortization		360,200			111,793
Investor relations		771,073			6,663
Share based compensation		20,923,850			-
Other general and administrative expense		728,514			466,084
Interest expense - related parties’ loans		357,672			2,559,456
Loss on extinguishment of Bridge loan - related party		-			2,069,923
Interest income		(80,424	)		-
Other Income		(240,138	)		-
Net loss	$	(38,006,186	)	$	(7,460,982	)

	For the Three Months Ended June 30,
	2025			2024
Revenues	$	-		$	20,000

Less: Significant and other segment expenses:
NEO100		109,166			98,399
NEO100-02		93,326			96,367
NEO212		279,074			197,962
Pediatric		50,178			1,591
Laboratory		107,465			-
Other		38,123			165
Total research and development expense		677,332			394,484

Advisory fee		-			-
Legal and accounting		520,364			590,984
Employee Expenses		163,887			-
Debt issuance and deferred offering costs amortization		192,249			111,793
Investor relations		226,766			-
Share based compensation		3,526,076			-
Other general and administrative expense		593,609			205,860
Interest expense - related parties’ loans		48,750			1,171,963
Interest income		(28,725	)		2,069,923
Other Income		(240,138	)		-
Net loss	$	(5,680,170	)	$	(4,522,006	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 55
-Paragraph 48
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+ Details

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2025	Dec. 31, 2024
Current Assets
Cash and cash equivalents	$ 125,039	$ 64,893
Deferred offering costs – current	96,880	1,071,947
Debt issuance costs – current	671,804	671,804
Prepaid expenses and other	760,219	410,085
Total Current Assets	1,653,942	2,218,729
Non-Current Assets
Debt issuance costs – net of current portion	862,609	1,198,512
Deferred offering costs – net of current portion	26,642
Right of use asset – operating lease	397,817
Other assets	47,177
Total Assets	2,988,187	3,417,241
Current Liabilities
Accounts payable	3,073,635	2,917,801
Accounts payable - related parties	499,225	628,277
Accrued advisory fee – related party	5,882,710
Litigation settlement payable	4,697,500	4,641,250
Accrued compensation	255,099	734,874
Lease liability, current	68,633
Total Current Liabilities	14,476,802	8,922,202
Long Term Liabilities
Lease liability, net of current portion	326,879
Total Liabilities	14,803,681	8,922,202
Shareholders’ Deficit:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares were issued and outstanding as of June 30, 2025 and December 31, 2024
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,026,776 and 18,090,526 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	1,903	1,809
Additional paid in capital	76,797,234	45,101,675
Accumulated deficit	(88,614,631)	(50,608,445)
Total Shareholders’ Deficit	(11,815,494)	(5,504,961)
Total Liabilities and Shareholders’ Deficit	$ 2,988,187	$ 3,417,241

Related Party Loans Payable

6 Months Ended

Jun. 30, 2025

Related Party Loans Payable

Related Party Loans Payable

Note 5 – Related Party Loans Payable

Bridge Loan

In April 2023, the Company entered into a non-interest bearing, non-convertible promissory note with HCWG LLC (the “Bridge Loan”). Borrowings under the Bridge Loan carry a 50% (or 1 times cash amounts borrowed) original issue discount (“OID”) on principal and through subsequent amendments the maximum cash borrowing was increased to $10,000,000. The outstanding amounts under this Bridge Loan were payable at the earlier of the date the Company completes an IPO or December 4, 2024 (the “Maturity Date”).

Through March 31, 2024, the Company had received under the Bridge Loan an aggregate of $7,116,335. The OID was recognized ratably over the term of each draw-down under the Bridge Loan through the Maturity Date unless settled earlier, at which point the accretion is accelerated. Accretion of the OID for the three months ended March 31, 2024, amounted to $1,387,493, which is included in interest expense in the accompanying consolidated statement of operations. Summary of the bridge loan activity for the three and six months ended June 30, 2024 is as follows:

Schedule of debt
	For the Three Months Ended June 30, 2024
Bridge loan – carrying value

Balance – March 31, 2024	$	11,378,683
Borrowings		221,075
OID		221,075
Repayments		(72,369	)
Balance – June 30, 2024		11,748,464
Conversion to common stock		(11,748,464	)
Principal outstanding at June 30, 2024	$	-


	For the Six Months Ended June 30, 2024
Bridge loan – carrying value

Balance – January 1, 2024	$	9,802,697
Borrowings		1,368,422
OID		1,368,422
Repayments		(791,077	)
Balance – June 30, 2024		11,748,464
Conversion to common stock		(11,748,464	)
Principal outstanding at June 30, 2024	$	-

On June 14, 2024, the Company reached an agreement with HCWG LLC to convert the outstanding principal and interest on the Bridge Loan into 979,039 shares of common stock. As a result of this conversion, the Bridge Loan was terminated and is no longer available to the Company for borrowing. The Company has a receivable due from HCWG LLC totaling $148,705 which is recorded within prepaid expenses and other on the condensed consolidated balance sheet at June 30, 2025 and December 31, 2024, respectively.

Advances from Executive Chairman

In February 2025, our Executive Chairman advanced the Company approximately $300,000. The advances carry a 50% (or 1 times amounts borrowed) original issue discount (“OID”) on the principal. On March 10, 2025, the advance and 1x interest was repaid. Interest expense in the amount of $300,000 is included in the condensed consolidated statement of operations as interest expense – related parties for the six months ended June 30, 2025.

Restatement of Previously Issued Financial Statements

6 Months Ended

Jun. 30, 2025

Restatement Of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Note 2 – Restatement of Previously Issued Financial Statements

The Company has restated the previously issued unaudited consolidated financial statements as of and for the quarter ended March 31, 2025 (the “Restatement”). The Restatement corrects an error for an overstatement of amortization of stock based compensation during the three months ended March 31, 2025. As previously reported in the Company’s Current Report on Form 8-K filed on August 18, 2025, the management of the Company, after discussions with and among the Audit Committee of the Board of Directors concluded that the Company’s unaudited consolidated financial statements as of and for quarter ended March 31, 2025 should no longer be relied upon and should be restated.

The following table presents the impact of the Restatement on the Condensed Consolidated Balance Sheet (Unaudited), Condensed Consolidated Statement of Operations (Unaudited), Condensed Consolidated Statement of Cashflows (Unaudited), and the notes to the financial statement as of and for the three months ended March 31, 2025:

Schedule of financial statement
	As of or For the Three Months Ended March 31, 2025
	Previously Report			Restatement Adjustments			Restated
Condensed Balance Sheet
Additional Paid In Capital		78,984,884			5,675,971			73,308,913
Accumulated Deficit^(b)		(88,610,432	)		(5,675,971	)		(82,934,461	)

Condensed Statement of Operations
Share based Compensation^(b)(c)		23,073,745			5,675,971			17,397,774
Total Operating Expense		37,616,803			5,675,971			31,940,832

Loss from operations		(37,576,813	)		(5,675,971	)		(31,900,842	)

Net loss^(a)(b)		(38,001,987	)		(5,675,971	)		(32,326,016	)

Net loss per share		(2.10	)		(0.32	)		(1.78	)

Condensed Statement of Cashflows
Net Loss		(38,001,987	)		(5,675,971	)		(32,326,016	)
Share based compensation adjustment		23,073,745			5,675,971			17,397,774

Notes to the Condensed Consolidated Financial Statement
Note 8 - Stock-Based Compensation
Fair value of RSUs at respective grant date		37,336,500			(5,839,992	)		31,496,508
Unamortized portion		14,262,755			(164,021	)		14,098,734
Remaining term		1.8			(1.0	)		0.8
Catch up amortization as of the listing date		22,756,463			(5,608,537	)		17,147,463

	(a)	Also restated as presented in Note 1 to the condensed consolidated financial statements for the three months ended March 31, 2025
	(b)	Also restated as presented in Note 7 to the condensed consolidated financial statements for the three months ended March 31, 2025
	(c)	Also restated as presented in Note 8 to the condensed consolidated financial statements for the three months ended March 31, 2025

Related Party Loans Payable (Tables)

6 Months Ended

Jun. 30, 2025

Related Party Loans Payable

Schedule of debt

Schedule of debt
	For the Three Months Ended June 30, 2024
Bridge loan – carrying value

Balance – March 31, 2024	$	11,378,683
Borrowings		221,075
OID		221,075
Repayments		(72,369	)
Balance – June 30, 2024		11,748,464
Conversion to common stock		(11,748,464	)
Principal outstanding at June 30, 2024	$	-


	For the Six Months Ended June 30, 2024
Bridge loan – carrying value

Balance – January 1, 2024	$	9,802,697
Borrowings		1,368,422
OID		1,368,422
Repayments		(791,077	)
Balance – June 30, 2024		11,748,464
Conversion to common stock		(11,748,464	)
Principal outstanding at June 30, 2024	$	-

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2025
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Related Party Loans Payable (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 14, 2024	Jun. 30, 2025	Jun. 30, 2024	Jun. 30, 2025	Jun. 30, 2024	Dec. 31, 2024	Apr. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Maximum borrowing							$ 10,000,000
Bridge Loan			$ 7,116,335		$ 7,116,335
Accretion of original issue discount					1,387,493
Advances from related party				$ 300,000	892,028
Interest expense		$ 48,750	$ 1,171,963	357,672	$ 2,559,456
HCWG LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares converted	979,039
Due from related party		$ 148,705		148,705		$ 148,705
Executive Chairman [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Advances from related party				300,000
Interest expense				$ 300,000

Restatement of Previously Issued Financial Statements (Tables)

6 Months Ended

Jun. 30, 2025

Restatement Of Previously Issued Financial Statements

Schedule of financial statement

Schedule of financial statement
	As of or For the Three Months Ended March 31, 2025
	Previously Report			Restatement Adjustments			Restated
Condensed Balance Sheet
Additional Paid In Capital		78,984,884			5,675,971			73,308,913
Accumulated Deficit^(b)		(88,610,432	)		(5,675,971	)		(82,934,461	)

Condensed Statement of Operations
Share based Compensation^(b)(c)		23,073,745			5,675,971			17,397,774
Total Operating Expense		37,616,803			5,675,971			31,940,832

Loss from operations		(37,576,813	)		(5,675,971	)		(31,900,842	)

Net loss^(a)(b)		(38,001,987	)		(5,675,971	)		(32,326,016	)

Net loss per share		(2.10	)		(0.32	)		(1.78	)

Condensed Statement of Cashflows
Net Loss		(38,001,987	)		(5,675,971	)		(32,326,016	)
Share based compensation adjustment		23,073,745			5,675,971			17,397,774

Notes to the Condensed Consolidated Financial Statement
Note 8 - Stock-Based Compensation
Fair value of RSUs at respective grant date		37,336,500			(5,839,992	)		31,496,508
Unamortized portion		14,262,755			(164,021	)		14,098,734
Remaining term		1.8			(1.0	)		0.8
Catch up amortization as of the listing date		22,756,463			(5,608,537	)		17,147,463

	(a)	Also restated as presented in Note 1 to the condensed consolidated financial statements for the three months ended March 31, 2025
	(b)	Also restated as presented in Note 7 to the condensed consolidated financial statements for the three months ended March 31, 2025
	(c)	Also restated as presented in Note 8 to the condensed consolidated financial statements for the three months ended March 31, 2025

Stock-Based Compensation (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 05, 2025

Jun. 01, 2025

Mar. 26, 2025

Oct. 23, 2024

Feb. 29, 2024

Jan. 31, 2024

Jun. 30, 2025

Mar. 31, 2025

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Dec. 31, 2024

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Share based compensation

$ 3,526,076

$ 17,397,774

^[1],[2]

$ 20,923,850

Unamortized stock-based compensation, term

9 months 18 days

Restricted Stock Units (RSUs) [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, granted

200,000

2,460,000

Restricted stock units, cancelled/ forfeited

300,000

100,000

Shared based compensation reversal

$ 1,329,062

Fair value of RSUs

32,495,174

Share based compensation

$ 9,171,324

Unamortized stock-based compensation, term

7 years

Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, cancelled/ forfeited

400,000

Restricted Stock Units (RSUs) [Member] | Two Members [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, cancelled/ forfeited

100,000

Restricted Stock Units (RSUs) [Member] | First board members [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, granted

50,000

Restricted Stock Units (RSUs) [Member] | Second board members [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, granted

50,000

Restricted Stock Units (RSUs) [Member] | Third board members [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, granted

50,000

Restricted Stock Units (RSUs) [Member] | Board members [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted stock units, granted

200,000

2023 Equity Incentive Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock available for issuance

3,440,000

Restricted stock units, granted

3,010,000

Restricted stock units, remain unissued

1,754,500

[1]	Also restated as presented in Note 7 to the condensed consolidated financial statements for the three months ended March 31, 2025
[2]	Also restated as presented in Note 8 to the condensed consolidated financial statements for the three months ended March 31, 2025

Segment Reporting (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2025

Mar. 31, 2025

^[1]

Jun. 30, 2024

Jun. 30, 2025

Jun. 30, 2024

Segment Reporting Information [Line Items]

Revenues

$ 20,000

$ 39,990

$ 63,000

Total research and development expense

677,332

394,484

1,675,554

1,009,001

Advisory fee

11,737,806

Legal and accounting

520,364

590,984

1,477,909

1,155,338

Employee Expenses

163,887

334,160

145,724

Debt issuance and deferred offering costs amortization

192,249

111,793

360,200

111,793

Investor relations

226,766

771,073

6,663

Share based compensation

3,526,076

$ 17,397,774

^[2]

20,923,850

Other general and administrative expense

593,609

205,860

728,514

466,084

Interest expense - related parties' loans

48,750

1,171,963

357,672

2,559,456

Loss on extinguishment of Bridge loan - related party

(2,069,923)

Interest income

(28,725)

2,069,923

(80,424)

Other income

(240,138)

Net loss

(5,680,170)

$ (32,326,016)

^[3]

(4,522,006)

(38,006,186)

(7,460,982)

NEO100 [Member]

Segment Reporting Information [Line Items]

Total research and development expense

109,166

98,399

688,628

456,721

NEO100-02 [Member]

Segment Reporting Information [Line Items]

Total research and development expense

93,326

96,367

201,787

123,431

NEO212 [Member]

Segment Reporting Information [Line Items]

Total research and development expense

279,074

197,962

455,629

359,696

Pediatric [Member]

Segment Reporting Information [Line Items]

Total research and development expense

50,178

1,591

99,010

68,988

Laboratory [Member]

Segment Reporting Information [Line Items]

Total research and development expense

107,465

192,377

Other [Member]

Segment Reporting Information [Line Items]

Total research and development expense

$ 38,123

$ 165

$ 38,123

$ 165

[1]	Also restated as presented in Note 7 to the condensed consolidated financial statements for the three months ended March 31, 2025
[2]	Also restated as presented in Note 8 to the condensed consolidated financial statements for the three months ended March 31, 2025
[3]	Also restated as presented in Note 1 to the condensed consolidated financial statements for the three months ended March 31, 2025

Common and preferred stock (Details)	6 Months Ended
Common and preferred stock (Details)	Jun. 30, 2025 USD ($)
Common And Preferred Stock
Gross proceeds from sale of common stock	$ 11,644,005
Reclassification of deferred offering costs to APIC at the completion of the offering	(1,391,580)
Net proceeds from the sale of common stock	$ 10,252,425