SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* CHEN THOMAS C (Last) (First) (Middle) C/O NEONC TECHNOLOGIES HOLDINGS, INC. 2 DOLE DRIVE (Street) WESTLAKE VILLAGE 91362 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/25/2025	3. Issuer Name and Ticker or Trading Symbol NEONC TECHNOLOGIES HOLDINGS, INC. [ NTHI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	545,800(1)	D
Common Stock	888,148	I	By NeuCen Biomedical Co. Ltd.(2)
Common Stock	2,833,961	I	By TR Chen Third Family Limited Partnership.(3)
Common Stock	224,863	I	By HCWG LLC.(4)
Common Stock	93,253	I	By Tien Duan Chen Trust.(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock(6)	(7)	(8)	Common Stock	266,668(9)	$0	D

1. Name and Address of Reporting Person* CHEN THOMAS C (Last) (First) (Middle) C/O NEONC TECHNOLOGIES HOLDINGS, INC. 2 DOLE DRIVE (Street) WESTLAKE VILLAGE 91362 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CEO

1. Name and Address of Reporting Person* T. R. CHEN THIRD FAMILY LIMITED PARTNERSHIP (Last) (First) (Middle) 2 DOLE DRIVE (Street) WESTLAKE VILLAGE CA 91362 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Joint Reporting Owner

Explanation of Responses:

1. Includes (i) 533,332 shares of restricted common stock ("Shares") granted pursuant to Issuer's 2023 Equity Incentive Plan ("Incentive Plan"), of which 266,666 shares vest on a date that is seven months after Issuer's initial listing, and 266,666 vest over the following 12 months in equal tranches on the first day of each month commencing on the eighth month after the effective date of Issuer's initial listing. Also includes 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.

2. Shares held by Neucen Biomedical Co. Ltd. ("Neucen"). Neucen is owned in part by Reporting Person, who disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.

3. Shares held by T. R. Chen Third Family Limited Partnership, a NV limited partnership, of which Reporting Person and his spouse are the general partners with sole voting and dispositive power. 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.

5. Shares held by Tien Duan Chen Trust. Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.

6. 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.

7. See footnote 6.

8. Not applicable.

9. 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.

Remarks:

	/S/ THOMAS C CHEN	03/25/2025
	/s/ Thomas C. Chen	03/25/2025
	** Signature of Reporting Person	Date
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