Sec Form 3 Filing - Heshmatpour Amir F @ NEONC TECHNOLOGIES HOLDINGS, INC. - 2025-03-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Heshmatpour Amir F 2. Issuer Name and Ticker or Trading Symbol NEONC TECHNOLOGIES HOLDINGS, INC. [ NTHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chair, Secretary (Last) (First) (Middle) C/O NEONC TECHNOLOGIES HOLDINGS, INC., 2 DOLE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2025 (Street) WESTLAKE VILLAGE, CA91362 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,025,000 ( 1 ) D Common Stock 3,714,020 I By AFH Holdings & Advisory, LLC. ( 2 ) Common Stock 550,000 I By KIG LLC. ( 3 ) Common Stock 220,454 I By HCWG LLC. ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heshmatpour Amir F C/O NEONC TECHNOLOGIES HOLDINGS, INC. 2 DOLE DRIVE WESTLAKE VILLAGE, CA91362 X X Executive Chair, Secretary AFH Holding & Advisory, LLC 6363 LUNITA RD MALIBU, CA90265 X Joint Reporting Owner Signatures /S/ AMIR F HESHMATPOUR 03/25/2025 Signature of Reporting Person Date /s/ Amir F. Heshmatpour 03/25/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 500,000 shares held by certain members of Reporting Person's immediate family of which Reporting Person disclaims beneficial ownership, except to the extent of his pecuniary interest, if any, therein, and (ii) 1,200,000 shares of restricted stock (the "Shares") granted pursuant to Issuer's 2023 Equity Incentive Plan. The Shares vest on a date that is seven months after the effective date of Issuer's initial listing. ( 2 )Reporting Person is the sole member and manager of AFH Holding & Advisory, LLC. ( 3 )Such shares are held by KIG LLC of which Reporting Person's spouse is the sole member. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. ( 4 )Such shares represent only Reporting Person's percentage interest in HCWG LLC.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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