RBW Capital Partners RBW is a Division of Dawson James Securities, Inc.

Exhibit 10.40

January 23, 2025

STRICTLY CONFIDENTIAL

NeOnc Technologies Holdings, Inc.

2 Dole Drive

Westlake Village, CA 91362

Attn: Amir Heshmatpour, Executive Chairman

Dear Mr. Heshmatpour:

We are pleased to submit to you this letter agreement (the “Agreement”) which sets forth the terms pursuant to which RBW Capital Partners LLC or its designated assignee (together and with its affiliates “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Agent”) will provide certain financial advisory and financial placement agency and investment banking services to NeOnc Technologies Holdings, Inc. (together with its affiliates, the “Company”) in connection with the engagement described herein. Upon execution, this Agreement will replace the current Agreement between RBW, Dominari Securities LLC and NeOnc Technologies Holdings, Inc. dated October 3, 2024.

This Agreement sets forth the terms under which Agent will provide advice and assistance to the Company and shall serve as placement agent and provide broker-dealer services to the Company in connection with the proposed Transaction (the “Engagement”).

Any regulated broker-dealer services required under the Engagement shall be delivered by RBW personnel, who are also authorized representatives of BD, or other properly authorized representatives of BD.

Agent will assist the Company as exclusive consultant, capital markets advisor, and investment banker subject to the terms and conditions set forth below, in connection with the possible direct listing of the Company’s common stock on the Nasdaq Capital Market (“NASDAQ”) or other major US market (the “Transaction”).

Agent will:

Assist the Company in preparing for a direct listing on NASDAQ or other major US market including but not limited to:

In connection with Agent’s activities on the Company’s behalf, the Company will (i) furnish Agent with all information and data concerning the Company relating to Agent’s engagement hereunder (the “Information”) and (ii) provide Agent with reasonable access to the Company’s officers, directors, employees, independent accountants and legal counsel. The Company represents and warrants that the Information made available to Agent by the Company will, at all times during the period of Agent’s engagement hereunder, be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Company further represents and warrants that any projections provided by it to Agent will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable. The Company acknowledges and agrees that, in rendering its services hereunder, Agent will be using and relying on the Information without independent verification or appraisal, and that Agent has no obligation to independently verify or appraise such Information and assumes no responsibility for its accuracy.

Where the Agent assists the Company in preparing any offering materials addressed to, or to be distributed to, third parties, the Company shall remain solely responsible for such offering materials, unless otherwise agreed by the parties in writing and except for any portion of such offering materials regarding the Agent that was provided by the Agent to the Company in writing expressly for inclusion in such document.

As consideration for the services provided by Agent hereunder, the Company agrees to pay Agent the following compensation:

Expenses - Regardless of whether a Transaction occurs, the Company agrees to pay Agent up to $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third- party electronic road show service (such as NetRoadShow); provided, however, that such amount in no way limits or impairs the indemnifications and contributions provisions of this Agreement. Such expenses shall be paid within ten (10) days after receipt of an invoice for payment sent by Agent.

A charge of 2.0% per month will be added to all past due balances, commencing seven (7) days after the due date listed on each invoice. This charge represents our reasonable effort to estimate fair compensation for our administrative expenses and costs to the firm which would result from a default in payment of our statements when due. In addition, you are responsible for payment of legal fees that are incurred by the Agent in connection with the collection of any amounts due. Neither Termination nor completion of this Agreement shall affect the fees and expenses due to RBW or Agent for services rendered over the course of the Engagement. Those fees and expenses will be due per the terms of the Agreement.

Either party hereto may terminate this Agreement six (6) months after the date of this Agreement, as set forth above, by giving thirty day written notice of such party’s desire to terminate to the other party. Neither termination of this Agreement nor completion of the assignment or Transaction contemplated hereby shall affect: (i) the Company’s obligations to pay: (a) any compensation earned by Agent up to the date of termination or completion, as the case may be; (b) the fees as provided in Section III; and (c) the reimbursement of expenses incurred by Agent up to the date of termination or completion, as the case may be; (ii) the Indemnification Provisions set forth in Schedule I attached hereto; and (iii) the choice of governing law and choice of forum provisions in Section VI A and B hereof, all of which shall remain operative and in full force and effect.

In addition, should RBW choose to have their personnel become licensed with a Broker/Dealer other than Dawson James Securities, Inc. for any reason (the “Transfer’), both the Company and Agent agree to assign this Agreement to the new Broker/Dealer as of the effective date of the Transfer, and the Company hereby consents to such assignment. Dawson James Securities, Inc. (“Dawson”) shall have no responsibility or liability for any transactions pursued or effected by RBW under this Agreement on or after the effective date of the Transfer so long as Dawson has no involvement in the Offering on or after the effective date of the Transfer. Company may terminate this Agreement under the terms of this Section IV regardless of any change in Broker/Dealer.

The Company agrees to indemnify Agent in accordance with the indemnification provisions (the “Indemnification Provisions”) set forth on Schedule I attached to this Agreement, which Indemnification Provisions are incorporated herein and made a part hereof. No action, regardless of form, arising out of the services under this Agreement except from the result of litigation by a third party may be brought by either party more than two years after the act, event or service that is subject of such action or within one year of discovery of such act, error, or omission, whichever occurs first.

In the event that Agent and the Company are unable to resolve any Claim after mediation as set forth in the preceding paragraph, then the parties hereby agree that such Claim shall be submitted to JAMS for final and binding arbitration pursuant to its Comprehensive Arbitration Rules and Procedures (the “Arbitration Rules”) in New York, New York. The arbitration shall be conducted before a neutral arbitrator who shall be an attorney or retired judge and shall be selected in accordance with Arbitration Rules. The arbitrator’s award shall be final and binding on all parties. Except to the extent otherwise required pursuant to the applicable JAMS rules and procedures and applicable law, each party will pay the fees of its respective attorney(s), expert, and other fees.

Without limiting the mediation and arbitration provisions set forth above, each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the Supreme Court of County of New York, State of New York, or, if the Supreme Court lacks jurisdiction, the United States District Court for the Southern District of New York, in any suit, action or proceeding pursuant to this Agreement. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process in person, by overnight courier, facsimile or first class mail with a copy to email to such party as follows:

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SCHEDULE I

Indemnification Provisions

This Schedule I is a part of and is incorporated into the attached engagement letter (the “Agreement”) between the Company and its affiliates (collectively “Company”), RBW Capital Partners LLC or its designated assignee (together and with its affiliates “RBW”), a division of Dawson James Securities, Inc. (“BD”, and together with RBW, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Agreement.

In connection with the Company’s engagement of Agent hereunder, the Company hereby agrees to indemnify and hold harmless Agent and its affiliates, and the respective controlling persons, directors, officers, managers, members, shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel which shall be promptly reimbursed or advanced), as incurred, whether or not the Company is a party thereto (collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of Agent, or (B) otherwise relate to or arise out of Agents’ activities on the Company’s behalf under Agents’ engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any such Indemnified Person for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of Agent except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful misconduct.

The Company further agrees that it will not, without the prior written consent of Agent, such consent not to be unreasonably withheld, delayed or denied, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.

Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such counsel, provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person and provided further that if the legal counsel to such Indemnified Person reasonably determines that the use of counsel chosen by the Company to represent such Indemnified Person could present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, or legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, such Indemnified Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. If such Indemnified Person does not request that the Company assume the defense of such Claim, such Indemnified Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.

The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not Agent is the Indemnified Person), the Company and Agent shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Agent on the other, in connection with Agents’ engagement referred to above, subject to the limitation that in no event shall the amount of Agents’ contribution to such Claim exceed the amount of fees actually received by Agent from the Company pursuant to Agents’ engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and Agent on the other, with respect to Agents’ engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the Offering (whether or not consummated) for which Agent is engaged to render services bears to (b) the fee paid or proposed to be paid to Agent in connection with such engagement.

The Company’s indemnity, advancement, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Person may have at law or at equity, and (b) shall be effective whether or not the Company is at fault in any way.

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If the foregoing correctly sets forth our understanding, please return signed copies of this Agreement and the annexed Indemnification Provisions.

Agreed, Approved and Accepted: