Chen Thomas C's Form 4/A amendment
AmendedNeonc Technologies Holdings, Inc. (NTHI) · filed Jun 5, 2025
- Accession no.
- 0001213900-25-051685
- Filed
- Jun 5, 2025
- Trade date
- Mar 26, 2025
- Filing delay
- 71 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Mar 28, 2025
This filing lists 4 non-derivative transactions and 1 derivative transaction. Open-market sales total $975.1K. It was filed 71 days after the trade.
This amendment replaces 0001213900-25-030062 (filed Apr 8, 2025).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Chen Thomas CCIK 0001998682 | Director, Officer (CEO), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 26, 2025 | Common Stock | JOtherDisposed | −4,076 | $0.00F2 | $0 | 220,787 | Indirect | |
| Mar 26, 2025 | Common Stock | XIn-the-money exerciseAcquired | +79,688 | $12.00 | +$956,256 | 300,475 | Indirect | |
| Mar 26, 2025 | Common Stock | SSaleDisposed | −38,250 | $25.00 | −$956,250 | 262,225 | Indirect | |
| Mar 26, 2025 | Common Stock | SSaleDisposed | −983 | $19.13 | −$18,804.79 | 261,242 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 26, 2025 | Common Stock | XIn-the-money exerciseDisposed | −79,688 | $0.00 | $0 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Transfer of shares of common stock held by HCWG LLC pursuant to agreement.
- F2
Not applicable. Number of shares transferred was based on a per share value of $18.
Referenced by the price of 1 transaction in Table I.
- F3
The shares reported herein represent only Reporting Person's percentage interest in HCWG LLC.
- F4
On 3/26/2025, in conjunction with Issuer's initial listing on Nasdaq, HCWG exercised a warrant to purchase 312,500 shares of Issuer's common stock at $12 per share. HCWG paid the exercise price on a cashless basis, resulting in Issuer's withholding 150,000 of the warrant shares to pay the exercise price and issuing to HCWG the remaining 162,500 shares of common stock. Number of shares reported herein as acquired and disposed of by the Reporting Person represents Reporting Person's indirect interest in HCWG.
- F5
In connection with HCWG's cashless exercise of the warrant described herein, Reporting Person paid his proportionate share of the exercise price on a cashless basis. Reporting Person's proportionate withholding from shares issued to HCWG totaled 38,250 warrant shares to pay the exercise price.
- F6
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.
- F7
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.
- F8
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.
- F9
Not applicable.
Remarks
This Form 4 Amendment is being filed to clarify that the sale of shares referenced in Row 3 of Table I was to the Issuer resulting from the cashless exercise of the warrant and no monetary consideration was received by any party therefor. See footnote 5.