UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 27, 2026

NEONC TECHNOLOGIES HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(818) 570-6844

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 27, 2026, Ming-Fu (Alan) Chiang, M.D., Ph.D., MBA, a Class II director, notified NeOnc Technologies Holdings, Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors (the “Board”), effective immediately. In connection with his resignation, Dr. Chiang also resigned from the Company’s Scientific Advisory Board. Dr. Chiang’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On July 1, 2026, the Board of the Company elected Nasim Shomali as a director of the Company, effective immediately, to serve as a Class II director until the Company’s 2027 annual meeting of stockholders.

From April 2013 to April 2026, Ms. Shomali served as a Strategy Executive at Accenture. In this capacity, she advised senior executives at Fortune 20 companies on enterprise strategy, operating-model development, and large-scale transformation initiatives. Her work included leading corporate strategy programs, supporting product redesign and new-product introduction, guiding market-expansion strategies, and developing automation and efficiency roadmaps across global business units. She also managed and expanded Accenture’s U.S. Software, Platform, and Technology sustainability portfolio. Ms. Shomali earned her M.B.A., with a concentration in finance, from the UCLA Anderson School of Management. She holds dual bachelor’s degrees in Bioengineering and Mathematics from the University of Washington and completed the Sustainable Leadership Development Executive Program at the Yale School of Management.

There is no arrangement or understanding between Ms. Shomali and any other person pursuant to which she was selected as director. Shomali is the niece of Amir Heshmatpour, the Company’s President, Chief Executive Officer and Executive Chairman.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.