Exhibit 19.1
NEONC TECHNOLOGIES HOLDINGS, INC.
AMENDED AND RESTATED INSIDER TRADING POLICY
Amended and restated as of March 25, 2026
Introduction
This Amended and Restated Insider Trading Policy (“Policy”) provides guidelines with respect to transactions in the securities of NeOnc Technologies Holdings, Inc. and any subsidiary (“we” or “us” and collectively, the “Company”). We have adopted this Policy to foster compliance with laws that prohibit those persons who may be aware of material nonpublic information (“MNPI”) from trading in Company securities or disclosing MNPI to others. This Policy applies to all of our directors, officers and employees, the Family Members of such persons, and any individuals and third parties who may have access to MNPI (each an “Insider”). Certain terms in bold are defined in Addendum A hereto.
Many of you have access to MNPI about us and our subsidiary or about our business (including information about other companies with which we do or may do business). The purchase or sale of securities while possessing or being aware of MNPI, typically referred to as “Insider” information, or the selective disclosure or “tipping” of such information to others who may trade securities based upon that information is prohibited by Federal and state laws. Violation of such laws can result in the imposition of substantial civil and criminal penalties. There are no limits on the size of a transaction that will trigger insider trading liability.
The scope of Insider trading violations can be wide reaching. The Securities and Exchange Commission (the “SEC”) has brought Insider trading cases against corporate officers, directors, and employees who traded the corporation’s securities after learning of significant, confidential corporate developments; friends, business associates, Family Members, and other “tippees” of such officers, directors, and employees who traded the securities after receiving such information; employees of law, banking, brokerage, and printing firms who were given such information in order to provide services to the corporation whose securities they traded; government employees who learned of such information because of their employment by the government; and other persons who misappropriated, and took advantage of, confidential information from their employers.
General Prohibition on Insider Trading
An Insider can include officers, directors, major stockholders and employees of an entity whose securities are publicly traded. In general, an Insider must not trade for personal gain in the securities of that entity during any period commencing on the date that the Insider first possesses MNPI about the entity. In addition, an insider who is aware of MNPI must not disclose such information to family, friends, business or social acquaintances, employees or independent contractors of the entity (unless such employees or independent contractors have a position within the entity giving them a clear right and need to know), and other third parties. An Insider is responsible for assuring that his or her Family Members comply with Insider trading laws. An Insider may make trades in the market or discuss material information only after a blackout period is not effect and/or the MNPI has been made public.
The Consequences
The consequences of violations of this Policy can be extremely serious for the individual involved and for us.
Individuals who trade on MNPI or pass on MNPI to others (or “tip” such information to others) can face:
| ● | An injunction, disgorgement of any profits gained or losses avoided, and a civil penalty of up to three times the profit gained or loss avoided; |
| ● | A criminal fine (no matter how small the profit) of up to $5 million; and |
| ● | A prison sentence of up to 20 years. |
Employers (as well as possibly any supervisory person) who fail to take appropriate steps to prevent illegal trading can face:
| ● | A civil penalty of the greater of $1 million or three times the profit gained or loss avoided as a result of the employee’s violation; and |
| ● | A criminal penalty of up to $25 million. |
In addition, persons who traded contemporaneously with, and on the other side of, the Insider trading violator may sue the violator and the controlling persons of the violator to recover the profit gained or loss avoided by the violator.
Any of the above consequences, even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage a career. In addition, if a director or employee violates this Policy, we may impose our own sanctions, including dismissal, regardless of whether civil or criminal penalties are imposed.
We have adopted this Policy to avoid even the appearance of improper conduct on the part of any of our employees, officers or directors (not just so-called Insiders). All of our employees, officers and directors have worked hard over the years to establish a reputation for integrity and ethical conduct. This Policy is designed to further our reputation and that of each employee, officer and director for integrity and good corporate citizenship.
Bounties
The SEC is offering bounties to persons who provide information leading to the imposition of the civil penalty.
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Policy Regarding Material Non-Public Information
No director, officer or employee who has or is aware of MNPI relating to us or a third-party with whom the Company does business may directly or indirectly buy or sell our securities (our common stock, warrants, stock options, or any other securities we may issue, or derivatives not issued by us such as exchange traded put or call options on our stock), or engage in any other action to take personal advantage of that information or pass such non-public information on to others. This policy also applies to information relating to any other company, including our customers or suppliers, obtained in the course of employment by or in service to us. There are no exceptions made for transactions that may be necessary or justifiable for independent reasons, such as the need to raise money for an emergency expenditure. Even the appearance of an improper transaction must be avoided to preserve our reputation for adhering to the highest standards of conduct. This may mean that you cannot sell our securities or securities of our customers or suppliers while you have or are aware of MNPI about them even if you need to.
If MNPI is inadvertently disclosed, no matter what the circumstances, by any director, officer or employee, the person making or discovering that disclosure should immediately report the facts to our Chief Financial Officer.
Persons Subject to the Policy
This Policy applies to the following (collectively, “Subject Persons”):
| ● | All executive officers of the Company and any subsidiary, |
| ● | All members of the Company’s Board of Directors, |
| ● | All employees of the Company and any subsidiary, |
| ● | Family Members and other members of a person’s household, and |
| ● | Entities controlled by a person covered by this Policy. |
The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to MNPI. Please also refer to the sections below under the headings “Pre-Clearance by Trading Compliance Officer” and “Trading Window Periods” for additional procedures applicable directors, executive officers, every employee of the Company with the title of officer or above, Family Members of, and entities controlled by, such persons, and all employees in the accounting and finance group of the Company.
Applicability to Family Members. This Policy applies to your Family Members and to accounts in which Subject Persons (as listed above) have any Beneficial Interest. You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members (e.g., accounts where investment decisions are made by an independent investment manager in a fully discretionary account). Personnel subject to this Policy are responsible for assuring that their Family Members comply with the foregoing restrictions on trading.
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Tipping Information to Others
This Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account. You should treat all such information as confidential and proprietary information. Whether the information is proprietary about us or information that could have an impact on the price of our securities, you may not disclose it to others, including Family Members and others living in your household or friends and casual acquaintances. If this non-public information is also “material,” you are required by law and this Policy to refrain from trading upon this information and from passing the information on to others who may trade based upon this information. Serious penalties apply to these actions whether or not you derive any benefit from another’s actions. The SEC has imposed hefty penalties on tippers even though they did not profit from their tippees’ trading.
Pre-Clearance of Trades by All Directors, Officers and Certain Employees
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where an employee engages in a trade while unaware of a pending major development), the procedure set forth below must be followed by all directors, officers and certain employees listed on Schedule A as may be designated by the Chief Financial Officer from time to time.
Except as described below, all transactions in our securities (purchases, sales, transfers, etc.) by any director, officer or certain employees (“Restricted Insiders”), or by any of their Family Members, or by an entity controlled by a director, officer or certain employees, must be precleared by our Chief Financial Officer.
If you contemplate a transaction, you should contact our Chief Financial Officer. If granted, clearance is only effective for the particular trade(s) described to our Chief Financial Officer and for trading, consistent with that description, effected within three (3) business days following and excluding the date the clearance is given. (For this purpose, a trade is “effected” when the buy or sell order is executed, so that a legal commitment to complete the trade arises; merely placing the order, if it can be cancelled, does not effect the trade; also the post-trade “settlement period” is not counted). At any time during that three-business-day period, our Chief Financial Officer may, if he or she concludes circumstances warrant, revoke the clearance as to trades which have not yet been effected. In all cases, the decision of our Chief Financial Officer is binding.
This procedure, and this Policy generally, does not apply to certain transactions described below under Permitted Transactions.
No Trading During Blackout Periods
Because many employees may be deemed to have a fairly clear idea of what our financial results will be by late in the financial quarter, the Board of Directors has instituted a rule that no Restricted Insider as may be designated by the Chief Financial Officer from time to time, including, but not limited to those persons listed on Schedule A hereto, is allowed to trade in our securities during a period that extends from the end of a financial quarter until 48 hours after that quarter’s financial results are released to the public. This period is called the “blackout period.” We provide examples of how the blackout period is calculated below. If you are unsure whether we are in a blackout period, you should refrain from trading in our securities and ask our Chief Financial Officer whether a blackout is in effect.
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Even when a blackout is not in effect, you may not buy or sell our securities if you are in possession or aware of MNPI. Furthermore, even when a blackout is not in effect, it would be improper for an employee to enter a trade immediately after we have made a public announcement of material information, including earnings releases. Because our stockholders and the investing public should be afforded the time to receive the information and act upon it, as a general rule outside of the blackout period, you should not engage in any transactions until at least 48 hours after material information has been released. For example, if an announcement is made on Monday, Wednesday generally would be the first day on which you could trade. If an announcement is made on a Friday, Tuesday generally would be the first day on which you could trade.
Prohibition Against Derivative Transactions
It is important to avoid the appearance as well as the fact of Insider trading or disclosure of MNPI. Therefore, it is against this Policy to directly or indirectly participate in transactions involving trading activities that by their nature are aggressive or speculative or may give rise to an appearance of impropriety.
Accordingly, you may not:
| ● | Engage in short sales (sale of stock that the seller does not own or a sale that is completed by delivery of borrowed stock) with respect to our securities; or |
| ● | Enter into any derivative or similar transactions with respect to our securities. |
Examples of prohibited derivative transactions include, but are not limited to, purchases or sales of puts and calls (whether written or purchased or sold), options (whether “covered” or not), forward contracts, including but not limited to prepaid variable forward contracts, put and call “collars” (“European” or “American”), “equity” or “performance” swap or exchange agreements or any similar agreements or arrangements however denominated in our securities.
Permitted Transactions
This Policy does not apply to the following transactions, except as specifically noted:
(1) Exercise of an employee stock option acquired pursuant to the Company’s equity incentive plans, provided that none of the underlying shares of our common stock received upon such exercise are sold while aware of MNPI. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
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(2) Vesting of restricted stock made pursuant to a restricted stock award under the Company’s equity incentive plans. This Policy does apply, however, to any market sale of restricted stock.
(3) Purchases of Company stock in its 401(k) plan resulting from periodic contributions of money pursuant to a payroll deduction election. The Policy does apply, however, to certain elections made under the Company’s 401(k) plan, including (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to the Company stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to borrow money against a 401(k) plan account if the loan will result in a liquidation of some or all of the Company stock fund balance, and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.
(4) Other similar transactions such as any other purchase of Company securities directly from the Company or sales of Company securities to the Company are not subject to this Policy.
(5) Bona fide gifts of securities are not transactions subject to this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. The more unrelated the donee is to the donor, the more likely the gift would be considered “bona fide” and not a “transaction.” For example, gifts to charities, churches or non-profit organizations would not be deemed to be “transactions.” However, gifts to dependent children followed by a sale of the “gifted securities” in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a “transaction” and not a “bona fide gift.
Post-Termination Transactions
This Policy continues to apply to transactions in Company securities even after termination of service to the Company. If you are in possession of MNPI when your service terminates, you may not trade in Company securities until that information has become public or is no longer material. The pre-clearance procedures specified under the heading “Pre-Clearance of Trades by all Directors, Officers and Certain Employees” above, however, will cease to apply to transactions in Company securities upon the expiration of any blackout period or other Company-imposed trading restrictions applicable at the time of the termination of service.
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Reporting and “Short Swing” Profit Provisions of Section 16 of the Securities Exchange Act
Section 16 of the Securities Exchange Act requires our directors and executive officers (“Reporting Persons”) to file forms reporting their transactions in our securities within two days of any transaction and requires directors and executive officers to pay over to us profits realized by directors and executive officers from certain sales and purchases of our securities that take place within a six-month period. Reporting Persons must preclear all proposed transactions with the Company’s Chief Financial Officer.
If you have any questions regarding the requirements of Section 16, please contact our Chief Financial Officer.
Holding securities in Margin Accounts
Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. A margin or foreclosure sale that occurs when you are aware of MNPI may, under some circumstances, result in unlawful insider trading. Because of this danger, you should exercise extreme caution in holding Company securities in a margin account or, as discussed above, pledging Company securities as collateral for a loan. If you wish to hold Company securities in a margin account, you must submit a request for approval to a compliance officer at least two weeks prior to the proposed transfer of securities to a margin account.
Twenty - Twenty Hindsight
Remember, if your securities transactions become the subject of scrutiny, they will be viewed after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction, you should carefully consider how regulators and others might view your transaction in hindsight.
10b5-1 Trading Plans
The law offers a defense from liability to our employees, directors and officers who trade in our securities regardless of their awareness of inside information if the transaction is made pursuant to a pre-arranged trading plan that was established in compliance with applicable law and was entered into when the person was not in possession or aware of MNPI. A person who wishes to enter into a trading plan must submit the plan to our Chief Financial Officer for approval prior to the adoption, modification or termination of the trading plan.
Inquiries Regarding Material, Non-public Information
When an inquiry is received regarding information that may be material, it should be referred, without comment, to the Company’s Chief Financial Officer, Corporate Secretary, or legal counsel.
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Reporting of Violations
Any person who believes that a violation of this policy has taken place shall report such violation promptly to the Company’s Chief Financial Officer, Corporate Secretary, or legal counsel.
Compliance Officer Assistance
Any person who has any questions about specific transactions may obtain additional guidance from our Chief Financial Officer. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. It is imperative that you use your best judgment.
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CERTIFICATION
I hereby certify that:
1. I have received, read and understand the Company’s Amended and Restated Insider Trading Policy (the “Policy”). I understand that the Chief Financial Officer is available to answer any questions I have regarding the Policy.
2. Since date the Policy became effective, or such shorter period of time that I have been a director, officer or employee of the Company, I have complied with the Policy.
3. I will continue to comply with the Policy for as long as I am subject to the Policy.
| Date: | |||
| Signature | |||
| Print Name |
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SCHEDULE A
| NAME | POSITION |
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ADDENDUM A
CERTAIN DEFINED TERMS
Beneficial Ownership
“Beneficial Ownership” and like terms Beneficial Owner and Beneficially Owned, includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (a) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (b) investment power, which includes the power to dispose of, or to direct the disposition of, such security. Beneficial Ownership includes, but is not limited to, any right to acquire a security (a) through the exercise of any option, warrant, or right; (b) through the conversion of another security; (c) pursuant to the power to revoke a trust, discretionary account, or similar arrangement; or (d) pursuant to the automatic termination of a trust, discretionary account, or similar arrangement.
The final determination of Beneficial Ownership of securities is a question to be determined in the light of the facts of a particular case. Any person who is unsure about beneficial ownership of specific securities should seek further guidance from our Chief Financial Officer.
Family Members
“Family Members” are those persons who reside with you, including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws, anyone else who lives in your household, and any Family Members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in the Company’s securities.
Insider Trading
“Insider Trading” occurs when a person uses material non-public information obtained through their employment or other involvement with a company to make decisions to purchase, sell or otherwise engage in transactions in that company’s securities or to provide that information to others outside the company. The prohibitions against Insider Trading apply to trading or otherwise transacting in the company’s securities, tipping and making recommendations to engage in transactions by virtually any person, including all persons associated with the company, if the information involved is “material” and “non-public.” These terms are defined below.
Material Non-Public Information
“Material” information is any information that a reasonable investor would likely consider important in a decision to buy, hold or sell stock. In other words, “material” information is any information which could reasonably be expected to affect the price of our stock. Among others, common examples of information that will frequently be regarded as “material”, are:
| i. | Earnings and related financial performance information; |
| ii. | Projections of or guidance about future earnings, losses or financial liquidity problems; |
| iii. | Changes or reaffirmations to previously provided projections or guidance; financial information about completed fiscal quarters or years; |
| iv. | Major marketing changes; news of a pending or proposed joint venture, merger, acquisition or tender offer; |
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| v. | News of a significant sale of any of our assets or a company restructuring; |
| vi. | Significant related party transactions; |
| vii. | Planned or pending significant acquisitions of properties; |
| viii. | Terms of significant joint ventures (such as those that may provide us financing for acquisitions); |
| ix. | Changes in dividend or distribution policies or the declaration of a stock split; |
| x. | Offering of additional securities; |
| xi. | Changes in management or directors; |
| xii. | Major personnel changes; |
| xiii. | Significant legal proceedings, litigation, or government investigations; |
| xiv. | A change in auditors or notification that the auditors reports may no longer be relied upon; |
| xv. | A significant cybersecurity incident or other significant disruption in our operations or loss, potential loss, breach or unauthorized access of its property or assets, whether at its facilities or through its information technology infrastructure; |
| xvi. | Gain or loss of a substantial supplier; and |
| xvii. | Imposition of a ban on trading our securities or those of another company. |
“Non-public” information is any information which has not been disclosed generally to the marketplace. Information about us and our business that is not yet in general circulation should be considered non-public. Similarly, information received about another company in circumstances indicating that it is not yet in general circulation should be considered non-public. All information that you learn about us or our business plans in connection with your position is potentially “insider” information until publicly disclosed or made available by us to the general public. As described below under “No Trading During Blackout Periods”, an additional period of time must elapse after a press release before information is considered to have been publicly disclosed.
If an insider questions whether particular information is material or non-public, such insider should not trade on or disclosure the information to anyone without seeking further guidance from our Chief Financial Officer.
Restricted Insiders
“Restricted Insiders” are those persons who are listing on Schedule A to this Policy and include, but not limited to, members of the board of directors, executive and other senior officers, and certain other employees or consultants who may be notified from time to time by management that they are Restricted Insiders.
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