NeOnc Technologies Holdings, Inc. Common Stock AGM 2026

Amir? Good morning, ladies and gentlemen, and welcome to our first Annual Meeting of Shareholders.

I will act as the Chairman of the meeting, and in accordance with our bylaws and the notice of our annual meeting, I hereby call the meeting to order as of 10:00 A.M. Pacific Time. Also present are Keith Garnett, our Chief Financial Officer, Dr. Thomas Chen, our Chief Medical Officer, Dr. Josh Neman, our Chief Scientific Officer, and David Choi, our Chief Accounting Officer, representatives of our outside counsel, Manatt, Phelps & Phillips, LLP, and representative our Broadridge Financial Solutions, Inc., our vote tabulator for the meeting. Keith Garnett has been appointed to act as the inspector of the election this morning and any adjournment hereof and has taken his oath to faithfully execute the duties of the inspector. Keith will take us through the record date, the meeting material, and the procedure for today's meeting.

Keith? In accordance with our bylaws, the board of directors set June 15, 2026, as the record date for this meeting.

Our transfer agent, VStock Transfer, provided a certified record of stockholders as of such date. This record has been on file at the principal executive office of the company for 10 days immediately prior to the date of this meeting and available for inspection by any stockholder during that time. To help you follow along, we have posted an agenda and rules of conduct for today's meeting on the virtual meeting website. Also available are our proxy materials, including the proxy statement for this meeting and our 2025 annual report on Form 10-K and 10-K/A. We will begin the meeting by confirming the presence of a quorum, then proceed with presentation of the proposals before the meeting today, followed by a report of the preliminary results of the voting.

Thank you, Keith. I now declare the polls open. If you wish to vote, the polls will stay open until I finish presenting all the proposals. If you have not yet submitted a proxy and wish to vote the proposal or wish to revoke a proxy previously submitted, you may vote via voting link given to the proxy statement or the notice of the Internet availability of the proxy materials or your proxy card. If you request a paper copy, you must have your control number to log in and be a stockholder of record as of June 15, 2026, or hold a legal proxy from our stockholder of record or your bank or broker. If you have already voted, it is not necessary to vote again.

Thank you, Mr. Chairman. We will answer written questions at the adjournment of the meeting. To ask a question, you must be a stockholder of record as of June 15, 2026, or hold a legal proxy from a stockholder of record. You may log in via the link given in the proxy statement or the notice of Internet availability of proxy materials or your proxy card if you requested a paper copy. Please refer to the rules of conduct available at our meeting website if you wish to ask a question today.

As inspector of election, I present for the record, number 1, an affidavit of distribution executed by Broadridge affirming that notice of this meeting was duly given and that a notice regarding availability of proxy materials for the 2026 Annual Meeting of Stockholders was furnished on or about June 23, 2026, to stockholders of record as of the record date. The proxy materials have been available for review at the Internet site given in such notice and include the company's 2025 annual report on Form 10-K and Form 10-K/A, annual meeting proxy statement, and proxy card. Number 2, the official list of stockholders of the company as of close of business on June 15, 2026, the record date of this meeting, has been certified by VStock Transfer and has been available for inspection in the company's offices during the 10 days prior to this meeting.

As of the record date, outstanding shares entitled to vote at this meeting total 25,931,865 shares of common stock. Holders of common stock are entitled to one vote for each share of common stock held of record as of the record date. Stockholders who return proxies authorize each of the persons named therein to vote on the proposals before the meeting. The presence in person or by proxy of stockholders holding at least a majority of the outstanding shares of common stock entitled to votes constitutes a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. We have a majority of the company's outstanding shares of common stock present in person or represented by proxy at today's meeting.

Accordingly, on behalf of the board of directors, I declare a quorum present for consideration of all proposals. This annual meeting is lawfully convened and may proceed with the transaction business properly before it. I will provide the exact count of stockholders present or represented by proxy at this meeting and will submit a formal report in a certificate that I will deliver after the meeting. I will also file my oath of office, the certified list of stockholders, and affidavit of distribution with the minutes of this meeting.

Thank you, Keith Garnett. We will now proceed to transact the business of which the annual meeting has been called. Properly submitted proposals are listed on the agenda and the proxy material previously distributed to you. Proposal one. The first proposal before our stockholders is the election of two Class 1 directors to serve for three-year terms ending as of annual meeting in 2029 and until their successors are duly elected and qualified. Upon the recommendation of our nominating and governance committee, the board nominated each of Victoria Medvec, PhD, and Steven L. Giannotta, MD, for the election to the board as of Class 1 directors. Directors are elected by affirmative vote and plurality of voters present in person or represented by proxy entitled to vote at the time of this meeting, provided a quorum is present.

Our board of directors recommended a vote for the election of each Class 1 director nominee.

Thank you, Mr. Chairman. I will present the remaining proposals. Proposal two. Proposal two is amendment of our 2023 equity incentive plan to increase the number of shares of common stock grants of awards by an additional 1 million shares and to incorporate additional annual increases on the equity incentive plan on the first day of each calendar year, beginning on January 1, 2027, and ending on January 1, 2033, equal to 20% of the total shares of our common stock outstanding on the last day of the immediately preceding calendar year. This proposal requires the affirmative vote of the majority of shares present or represented by proxy and entitled to vote at this meeting, provided a quorum is present. Our board recommends that the stockholders approve amendments of the company's equity incentive plan. Proposal three. Proposal three before the stockholders is a ratification of the appointment of CBIZ CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

This proposal requires the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote at this meeting, provided a quorum is present. Our board recommends that the stockholders ratify such appointment. Proposal four. Proposal four is adjournment of the meeting. If necessary, if there are insufficient votes for or otherwise in connection with the approval of one or more proposals or to establish a quorum. Because we have a quorum and have received sufficient votes for approval of all proposals, we are not presenting the adjournment proposal today.