July 13, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

  Re:

Sonnet BioTherapeutics Holdings, Inc. (the “Company”)

Registration Statement on Form S-3, as amended (File No. 333-237795)

 

Ladies and Gentlemen:

 

In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on July 15, 2020, or as soon as practicable thereafter.

 

Please call Alexander E. Dinur of Lowenstein Sandler LLP at 973-422-6732 to confirm the effectiveness of the Registration Statement or with any questions.

 

[Signature page follows.]

 

 

 

 

U.S. Securities and Exchange Commission

July 13, 2020

Page 2

 

  Very truly yours,
     
  SONNET BIOTHERAPEUTICS HOLDINGS, INC.
   
                                 
  By: /s/ Jay Cross
  Name: Jay Cross
  Title: Chief Financial Officer

 

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