SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person ^*

CHEN THOMAS C

(Last)

(First)

(Middle)

23975 SORRENTO PARK

SUITE 205

(Street)

CALABASAS

91302

(City)

(State)

(Zip)

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)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2025		P		2,759 ⁽¹⁾	A	$ 7.2499 ⁽²⁾	548,959 ⁽³⁾	D
Common Stock	05/22/2025		P		2,709 ⁽¹⁾	A	$ 7.3828 ⁽⁴⁾	551,668 ⁽³⁾	D
Common Stock								261,242 ⁽⁵⁾	I	By HCWG LLC.
Common Stock								888,148 ⁽⁶⁾	I	By NeuCen Biomedical Co. Ltd.
Common Stock								2,833,961 ⁽⁷⁾	I	By TR Chen Third Family Limited Partnership.
Common Stock								93,253	I	By Tien Duan Chen Trust.

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The aggregate number of shares of Issuer's Class A common stock (the "Shares") purchased by the Reporting Person on the same day at different prices.

2. Represents the weighted average purchase price. The Shares were purchased at prices ranging from $7.181 to $7.25 per share, inclusive. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission staff, Issuer or any security holder, upon request.

3. Includes shares of common stock 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.

4. Represents the weighted average purchase price. The Shares were purchased at prices ranging from $7.38 to $7.4899 per share. Full information regarding the number of Shares sold at each price shall be provided to the Securities and Exchange Commission staff, Issuer or any security holder, upon request.

5. Such shares represent only Reporting Person's percentage interest in HCWG LLC.

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

7. 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.

	/S/ THOMAS C CHEN	05/19/2025
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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