NeOnc Technologies Holdings (NTHI) investor relations material

Executive summary

• Annual meeting scheduled for August 14, 2026, with virtual participation and voting options available for shareholders.

• Four main proposals: election of two Class I directors, amendment to the 2023 Equity Incentive Plan, ratification of the independent auditor, and potential adjournment of the meeting.

• Record date for voting is June 15, 2026, with 25,931,865 shares of common stock outstanding.

Voting matters and shareholder proposals

• Proposal One: Elect two Class I directors (Victoria Medvec, Ph.D. and Steven L. Giannotta, M.D.) for a three-year term ending in 2029.

• Proposal Two: Amend the 2023 Equity Incentive Plan to add 1,000,000 shares and provide annual increases of 20% of outstanding shares from 2027 to 2033.

• Proposal Three: Ratify CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Proposal Four: Approve adjournment of the meeting if necessary to solicit additional proxies or establish a quorum.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; regular executive sessions planned for independent directors.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board held three meetings in 2025; committee attendance and governance guidelines in place.

• Director nomination process allows for shareholder nominations with specific advance notice requirements.