Sec Form 3 Filing - GARNETT KEITHLY @ 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 GARNETT KEITHLY 2. Issuer Name and Ticker or Trading Symbol NEONC TECHNOLOGIES HOLDINGS, INC. [ NTHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (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) __ X __ Form filed by One Reporting Person _____ 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 240,000 ( 1 ) D Common Stock 37,918 I By The Hilkiah Group LLC ( 2 )

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 Common Stock ( 3 ) $ 0 ( 4 ) ( 5 ) Common Stock 120,000 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GARNETT KEITHLY C/O NEONC TECHNOLOGIES HOLDINGS, INC. 2 DOLE DRIVE WESTLAKE VILLAGE, CA91362 CFO Signatures /S/ KEITHLY GARNETT 03/25/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of restricted common stock ("Restricted Stock") granted pursuant to Issuer's 2023 Equity Incentive Plan ("Incentive Plan"), of which (i) 120,000 shares vest on a date that is seven months after the effective date of Issuer's initial listing, and (ii) 120,000 shares vest over the following 12 months in equal tranches on the first day of each month commencing eight months after the effective date of Issuer's initial listing. ( 2 )Reporting Person owns such shares by virtue of being the sole member of The Hilkiah Group LLC ("Hilkiah"), which holds a 4.3% interest in HCWG LLC, a Delaware limited liability company ("HCWG"). HCWG is the direct holder of such shares. ( 3 )Restricted common stock granted pursuant to Issuer's Incentive Plan. Vesting of such shares is based on achievement of certain performance criteria (other than the price of Issuer's common stock), as determined solely by Issuer's Compensation Committee on the second Monday of June and December of each calendar year. ( 4 )See footnote 3. ( 5 )Not applicable. ( 6 )This is a target number only. The actual number of shares of common stock deliverable is subject to adjustment as described in Reporting Person's Restricted Stock Award Agreement. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied.

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).

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