DEF 14A of Neonc Technologies Holdings, Inc.
Filed Jun 23, 2026 · FY20250001829126-26-006775
Election of Directors
Election of Directors You may vote “FOR” any or all of the nominees or you may “WITHHOLD” your vote as to any or all of the nominees. Directors are elected by the affirmative vote of a plurality of votes present in person or represented by proxy and entitled to vote at the Annual Meeting at which a quorum is present. This means that the shares voted for a nominee must exceed the votes withheld for a nominee’s election. If stockholders do not specify the manner in which their shares represented by a validly executed proxy solicited by the Board are to be voted on this proposal, such shares will be voted in favor of the nominees. If you hold your shares in “street name” and you do not instruct your broker how to vote in the election of directors a broker non-vote will occur, and no votes will be cast on your behalf. It is therefore critical that you cast your vote if you want it to count in the election of directors. Withheld votes will be excluded from the vote and have no effect on the outcome. Broker non-votes will not be counted as votes cast and will have no effect on the result of the vote although they will be considered present for the purpose of determining the presence of a quorum.
PROPOSAL ONE ELECTION OF CLASS I DIRECTORS
PROPOSAL ONE ELECTION OF CLASS I DIRECTORS
Board Size and Structure
Board Size and Structure Our authorized board of directors consists of seven (7) members. In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, our board of directors is divided into three classes, Classes I, II and III, each to serve a three-year term, except for the directors’ initial terms. The Class I directors, Victoria Medvec, Ph.D., and Steven L. Giannotta, M.D., are standing for re-election at this 2026 Annual Meeting, the Class II directors, Bader Almonawer, Jim Dleshad and Ming-Fu (Alan) Chiang, M.D., Ph.D., MBA, will be standing for re-election at the 2027 annual meeting of stockholders, and the Class III directors, Amir Heshmatpour and Thomas C. Chen, M.D., Ph.D. will be standing for re-election at the 2028 annual meeting of stockholders. According to the terms of our amended and restated certificate of incorporation, at the first annual meeting of stockholders following the initial classification of the board of directors, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following such initial classification, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following such initial classification, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. Then, at each succeeding annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Since this Annual Meeting is our first annual meeting of stockholders following the initial classification of our board of directors, we are nominating two (2) Class I directors listed below for re-election for a full term of three years.
Nominees for Election
Nominees for Election At the Annual Meeting, two nominees, each of whom currently serves as a Class I director and has been nominated for re-election by our Board based on the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), are to be elected as the Class I directors. Each nominee has consented to being named as a nominee in this Proxy Statement and if re-elected, to serve on our Board for a three-year term until the 2029 annual meeting and until his or her successor has been elected and qualified. If either nominee listed in the table below should become unavailable for any reason, which the Board does not anticipate, the proxy will be voted for any substitute nominee or nominees who may be selected by the Board prior to or at the Annual Meeting, or, if no substitute is selected by the Board prior to or at the Annual Meeting, for a motion to reduce the membership of the Board to the number of nominees available. No proxy may vote for more than the two nominees for Class I director. The information concerning the nominees and their security holdings has been furnished by them to us. The following table sets forth the names and ages of our Class I director nominees:
Nominees for Election
| Name | Age | Title | | Victoria Medvec, Ph.D. | 61 | Director | | Steven L. Giannotta, M.D. | 78 | Director |
Nominees for Election
Directors are nominated by our Board based on the recommendations of the Nominating Committee. As discussed elsewhere in this proxy statement, in evaluating director nominees, the Nominating Committee considers characteristics that include, among others, excellent decision-making ability, business experience, personal integrity and reputation. You can find information about director nominees below under the section “Board of Directors and Executive Officers.” Assuming the nominees are elected, we will have seven directors serving as follows:
Nominees for Election
| Class I Directors: Victoria Medvec, Ph.D., and Steven L. Giannotta, M.D. | Term Expires at our 2029 annual meeting of stockholders | | Class II Directors: Bader Almonawer, Jim Delshad and Ming-Fu (Alan) Chiang, M.D., Ph.D., MBA | Term Expires at our 2027 annual meeting of stockholders | | Class III Directors: Amir Heshmatpour and Thomas C. Chen, M.D., Ph.D. | Term expires at our 2028 annual meeting of stockholders |
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Directors
Directors The following table sets forth certain information regarding our current directors and director nominees:
Directors
| Name | Age | Position | Director Class | | Amir Heshmatpour | 59 | Chief Executive Officer, President, Executive Chairman | Class III | | Thomas C. Chen, M.D., Ph.D. | 63 | Chief Medical Officer, Chief Scientific Officer, Vice-chairman | Class III | | Bader Almonawer(1) | 34 | Director | Class II | | Jim Delshad(2) | 85 | Director | Class II | | Ming-Fu (Alan) Chiang, M.D., Ph.D., MBA | 71 | Director | Class II | | Victoria Medvec, Ph.D.(3) | 61 | Director | Class I | | Steven L. Giannotta, M.D.(4) | 78 | Director | Class I |
Directors
| (1) Chair of Audit Committee and Member of Compensation Committee | | (2) Chair of Nominating Committee, and Member Audit Committee and Compensation Committee | | (3) Chair of Compensation Committee and Member of Audit Committee and Nominating Committee | | (4) Member of Nominating Committee |
Directors
Each of our directors, including our current nominees, was nominated based on the assessment of our Nominating Committee and our Board that he or she has demonstrated relevant business experience, excellent decision-making ability, good judgment, and personal integrity and reputation. Our Board consists of and seeks to continue to include persons whose diversity of skills, experience and background are complementary to those of our other directors.
Continuing Class II Directors Whose Terms Expire as of the Annual Meeting of Stockholders in 2027
Continuing Class II Directors Whose Terms Expire as of the Annual Meeting of Stockholders in 2027 Bader Almonawer. Mr. Almonawer has served on NeOnc Technologies Holdings, Inc.’s Board since March 2025. He is an experienced professional with more than a decade of experience in venture capital, investment banking, and business consulting and development. Since 2013, Mr. Almonawer has served as Managing Partner for Arabian Group, overseeing its venture capital investments. In 2017, he founded Oasis Capital, a VC fund, and invested in numerous startups at their early stages, many of which have since grown into multibillion-dollar corporations. Mr. Almonawer has a background in investment banking and consulting; he has amassed valuable experience at McKinsey & Company from 2016 to 2016, Citigroup’s M&A advisory from 2021 to 2023, Wafra Inc.’s Alternative Investments Division from 2021 to 2021, and the World Bank from 2016 to 2017. After receiving his Bachelor of Science in Industrial Engineering and Operations Research from Penn State University, Mr. Almonawer earned a Master of Arts in Economics and Financial Policy at Cornell University, earning Pi Alpha Alpha honors. Mr. Almonawer received his Master of Business Administration from Massachusetts Institute of Technology where he received the Halaby Fellowship, a merit-based fellowship recognizing his outstanding academic excellence and professional achievements. We believe that Mr. Bader Almonawer’s experience qualifies him to serve on our Board of Directors. Jim Delshad. The Honorable Jimmy Delshad has served on NeOnc Technologies Holdings, Inc.’s board of directors since March 2025. He served two terms as Mayor of Beverly Hills, starting in 2007, pioneering “Smart City” initiatives that transformed the city into a model of technological advancement and security. Mr. Delshad holds the honorary title of “Goodwill Ambassador of Beverly Hills” in recognition of his contributions to the city. Mr. Delshad served as President of Magbit Foundation 2002 to 2006 and was its chairman from 2006 to 2010. Over the past two decades he has provided management consulting services, including strategic advisory services across private, public, and non-profit sectors. His expertise spans government affairs, real estate, and healthcare, including project management, client relations and strategic planning, with a strong emphasis on non-profit development and donor engagement. We believe that Mr. Delshad’s track record of leading diverse teams and management experience qualify him to serve on our Board of Directors. Ming-Fu (Alan) Chiang, M.D., Ph.D., MBA. Dr. Chiang has served on NeOnc Technologies Holdings, Inc.’s board of directors since March 2025. Dr. Chiang was a neurosurgeon and the former Vice-director of the Department of Surgery and former Chairman of Neurosurgery at Mackay Memorial Hospital in Taipei, Taiwan from August 1991 to June 2020. Since July 2020, he has been practicing neurosurgeon at Chung-Shan Hospital and Taiwan Adventist Hospital in Taipei, Taiwan. Dr. Chiang has a Ph.D. in neuro-oncology from Klinikum Steglitz, Free University of Berlin, Germany, and his EMBA (Executive Management Business & Administration) from National Taiwan University. He has published several articles on brain tumors and spine surgery. He is a peer reviewer of several international journals and a primary reviewer for research proposals of the Ministry of Science and Technology, Taiwan. He is an international member of the American Association of Neurological Surgeons and North American Spine Society and a fellow of the International College of Surgery. Dr. Chiang has also previously served as the CEO of NeuCen Biomedical, Inc. and Orion Biotech Inc. We believe that Dr. Chiang’s experience qualifies him to serve on our Board of Directors.
Continuing Class III Directors Whose Terms Expire as of the Annual Meeting of Stockholders in 2028
Continuing Class III Directors Whose Terms Expire as of the Annual Meeting of Stockholders in 2028 Amir Heshmatpour. Mr. Heshmatpour has served as the Company’s Chief Executive Officer since October 2025, the Company’s President since April 2025, and a member of the Company’s Board since January 2023, serving as its Executive Chairman. Mr. Heshmatpour founded AFH Holding and Advisory LLC (“AFH”) in July 2005 and has been the Managing Director of AFH since its founding. Mr. Heshmatpour, through AFH, his family office, has been involved in multiple biotech transactions from private to public. From 2018 to 2022, through a special purpose vehicle, Shuttle Pharmaceuticals Holdings Inc. (“SPH”), Mr. Heshmatpour restructured the board of directors, management, and recapitalized an IPO of a Georgetown phase II oncology asset. The SPV was created in 2018 and eventually was successfully listed on Nasdaq in 2022. Since then, he has been involved in NeOnc Technologies Holdings, Inc., where he has provided strategic advisory services. Mr. Heshmatpour has a certification in corporate governance from the UCLA Anderson School of Management where he is a board advisor for the Price Center for Entrepreneurship & Innovation. In February 2024, Mr. Heshmatpour joined the Board of Directors of Make-A-Wish Foundation (Tri-Counties, Los Angeles Chapter). We believe that Mr. Heshmatpour’s financial acumen, entrepreneurial drive, dedication to improving lives of those facing critical health challenges, and global perspective qualify him to serve on our Board. Thomas C. Chen, M.D., Ph.D. Dr. Chen is a founder of and has served as NeOnc Technologies Holdings, Inc.’s Chief Medical Officer and Chief Scientific Officer since October 2025, the Company’s Chief Executive Officer from April 2023 to October 2025, and has been a member of the Board since January 2023, serving as its Vice-chairman. Since July 1997, Dr. Chen has been a board-certified neurosurgeon at the Keck School of Medicine at the University of Southern California (“USC”). He is also a tenured professor of Neurosurgery and Pathology and the Director of Surgical Neuro-Oncology at USC. Dr. Chen’s work is widely published, including 148+ peer-reviewed clinical studies. He maintains a clinical practice in both surgical neuro-oncology and spine surgery, as well as heads a research laboratory focused on glioma biology. He graduated summa cum laude from the University of Illinois at Urbana-Champaign with Bronze Tablet honors and Phi Beta Kappa. He graduated in the top 10% of his class from the University of California San Francisco with an M.D. degree and was awarded Alpha Omega Alpha. He earned his Ph.D. in pathobiology from University of Southern California where he wrote his thesis on the role of immunotherapy in malignant brain tumors. Dr. Chen is one of a few surgical neuro-oncologists in the United States specializing in spine cancer surgery. In addition to clinical practice in both surgical neuro-oncology and spine surgery, he heads a research laboratory focused on glioma biology. He is on the editorial board of The Spine Journal and on the review board for Neurosurgery and Journal of Neurosurgery. We believe that Dr. Chen’s extensive knowledge of NeOnc’s business and his extensive corporate and leadership experience as the founder of NeOnc and its Chief Executive Officer qualify him to serve on our Board of Directors.
Non-Employee Director Compensation
Non-Employee Director Compensation We did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2024. In February 2024, 50,000 shares of restricted stock were granted to Dr. Victoria Medvec, Ph.D. The forgoing restricted stock vested one hundred percent (100%) seven months following March 25, 2025. In February 2024, 50,000 shares of restricted stock were granted to Bader Almonawer. The forgoing restricted stock vested one hundred percent (100%) seven months following March 25, 2025. In February 2025, 50,000 shares of restricted stock were granted to each of Dr. Steven L. Giannotta, Jim Delshad and Dr. Ming-Fu Chiang. The forgoing restricted stock vested one hundred percent (100%) seven months following March 25, 2025. In September 2025, an additional 10,000 restricted stock were granted to Dr. Ming-Fu Chiang in connection with his service on the Scientific Advisory Board. This restricted stock will vest over a 12-month period. The following table sets forth information regarding compensation earned by or paid to each person who served as a non-employee member of the Company during the fiscal year ending December 31, 2025.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($) | Stock Awards ($) | Total ($) | | Bader Almonawer | $0 | $- | $443,000 | $443,000 | | Dr. Ming-Fu (Alan) Chiang | $0 | $- | $443,000 | $443,000 | | Victoria Medvec | $0 | $- | $443,000 | $443,000 | | Jim Delshad | $0 | $- | $443,000 | $443,000 | | Steven Giannotta | $0 | - | $443,000 | $443,000 | | Total | | | | $2,215,000 |
Non-Employee Director Compensation
| (1) The amounts listed in this column represent the retainer paid to each director for their service on the board and any committees on which they served during 2025. |
Summary Compensation Table
Summary Compensation Table The following table provides certain information regarding compensation awarded to, earned by or paid to persons serving as our principal executive officer and our principal financial officer during the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non- Qualified Deferred Compensation Earnings ($) | Other Compensation ($) | Total ($) | | Dr. Thomas C. Chen - Chief Medical Officer(1) | 2025 | $212,000 | $0 | $0 | $0 | $0 | $0 | $0 | $212,000 | | | 2024 | $212,000 | $0 | $0 | $0 | $0 | $0 | $0 | $212,000 | | Patrick Walters - Chief Operating Officer(2) | 2025 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | | 2024 | $195,000 | $0 | $0 | $0 | $0 | $0 | $0 | $195,000 | | Keithly Garnett - Chief Financial Officer | 2025 | $179,000 | $0 | $0 | $0 | $0 | $0 | $0 | $179,000 | | | 2024 | $179,000 | $0 | $0 | $0 | $0 | $0 | $0 | $179,000 | | Amir Heshmatpour - Chief Executive Officer | 2025 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | | 2024 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Josh Neman - Chief Clinical Officer | 2025 | $165,000 | $0 | $0 | $0 | $0 | $0 | $0 | $165,000 | | | 2024 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $195,000 |
Summary Compensation Table
| (1). | Dr. Chen served as our Chief Executive Officer until October 31, 2025 and is the Chief Medical Officer and Chief Scientific Officer of the Company. | | (2). | Mr. Walters served as our Chief Financial Officer until April 7, 2023. Mr. Walters retired effective June 1, 2025. |
Outstanding Equity Awards at Fiscal Year End Table
Outstanding Equity Awards at Fiscal Year End Table
Outstanding Equity Awards at Fiscal Year End Table
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Amir Heshmatpour | n/a | - | - | | | 1,200,000 | $9,924,000 | - | $- | | Thomas Chen | n/a | - | - | | | 222,220 | $1,827,759 | 266,670 | $2,205,361 | | Keithly Garnett | n/a | - | - | | | 100,000 | $827,000 | 120,000 | $992,400 | | Josh Neman | n/a | - | - | | | 132,671 | $1,097,189 | 67,329 | $556,811 |