{"url_path":"/sec/nthi/8-k/2026-06-12/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 ****Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1979414/0001829126-26-006400-index.html","accession_number":"0001829126-26-006400","cik":"0001979414","ticker":"NTHI","issuer_name":"NEONC TECHNOLOGIES HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1979414/0001829126-26-006400-index.html","primary_entity_key":"0001979414","primary_entity_name":"NEONC TECHNOLOGIES HOLDINGS, INC."},"word_count":648,"has_tables":true,"body_markdown":"**Item 3.03****Material\nModification to Rights of Security Holders.**\n\n \n\nThe\ninformation set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.\n\n \n\nOn\nJune 10, 2026, the Company amended its Certificate of Incorporation by filing the Certificate of Designations, Preferences and Rights\nof the Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware,\nwhich authorized the Series A Preferred Stock with such preferences and rights as set forth in the Certificate of Designation.\n\n \n\n*General*.\nThe Company’s board of directors has designated six thousand (6,000) shares as the Series A Preferred Stock. Each share of the\nSeries A Preferred Stock has a stated value of $1,000.\n\n \n\n*Voting\nRights*. The holders of the Series A Preferred Stock\nhave no voting rights except as required by applicable law.\n\n \n\n1\n\n \n\n \n\n*Ranking\nand Liquidation Preference*. The Series A Preferred\nStock ranks senior to the Company’s common stock and any junior securities, on parity with any parity securities, and junior to\nany senior securities with respect to dividends and distributions upon liquidation, dissolution or winding up of the Company. In the\nevent of a liquidation event, the holders of the Series A Preferred Stock shall be entitled to receive in cash out of the assets of the\nCompany, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the\nholders of any of shares of junior securities, but pari passu with any parity securities then outstanding, an amount per share of the\nSeries A Preferred Stock equal to the conversion amount as defined in the Certificate of Designation.\n\n \n\n*Redemption;\nConversion only in the Event of an Election not to Redeem*.\nThe Company has the right to redeem all of the Series A Preferred Stock at the then stated value on or before a date that is four months\nfrom the date of issuance (with two options to extend for an additional one month at the Company’s discretion, with each extension\nadding $50.00 per share to the then stated value of such Series A Preferred Stocks). Only in the event that the Company elects not to\nredeem all of the Series A Preferred Stock on or before said date(s), then an additional $166.67 per share shall be added to the then\nstated value of such shares and each share of Series A Preferred Stock shall then become convertible, at the option of the holder, into\nthat number of shares of common stock (subject to the beneficial ownership limitation) determined by dividing the then stated value of\nsuch share by the conversion price, which will be 80% of the lowest closing price of the Company’s common stock during the five\ntrading days prior to conversion, subject to a floor price of $1.00 and subject to adjustment for reverse and forward stock splits, stock\ndividends and other similar transactions. Conversion is subject to a 19.99% beneficial ownership limitation unless stockholder approval\nis obtained.\n\n \n\n*Beneficial\nOwnership Limitation*. The Company shall not effect\nany conversion of the Series A Preferred Stock, and a holder shall not have the right to convert any portion of the Series A Preferred\nStock, to the extent that after giving effect to the conversion sought by the holder such holder (together with such holder’s affiliates)\nwould beneficially own more than 4.99% (or upon election by a holder, 9.99%) of the number of shares of common stock outstanding immediately\nafter giving effect to the issuance of shares of common stock issuable upon such conversion.\n\n \n\nThe\nforegoing description of the Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety\nby the terms and conditions of the Certificate of Designation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form\n8-K and is incorporated herein by reference."}