UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2021

SONNET BIOTHERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

100 Overlook Center, Suite 102

Princeton, New Jersey 08540

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (609) 375-2227

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 19, 2021, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) entered into an underwriting agreement with BTIG, LLC, as representative of the several underwriters named in Schedule I thereto (the “Representative”), relating to the public offering, issuance and sale of 33,193,485 shares of its common stock and, to certain investors, pre-funded warrants to purchase 2,100,632 shares of common stock, and accompanying common warrants to purchase up to an aggregate of 35,294,117 shares of its common stock (the “Offering”). Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with a common warrant to purchase one share of common stock. In addition, the underwriters partially exercised their over-allotment option to purchase additional common warrants to purchase 4,294,117 shares of Common Stock. All of the securities sold in the Offering were sold by the Company. The public offering price of each share of common stock and accompanying common warrant is $0.85 and $0.8499 for each pre-funded warrant and accompanying common warrant. The pre-funded warrants are immediately exercisable at a price of $0.0001 per share of common stock. The common warrants are immediately exercisable at a price of $0.85 per share of common stock and will expire five years from the date of issuance. The shares of common stock and pre-funded warrants, and the accompanying common warrants, were issued separately and are immediately separable upon issuance. The Company also granted the underwriters in the Offering a 30-day over-allotment option, pursuant to the underwriting agreement, to purchase an additional 5,294,117 shares of common stock and/or additional common warrants to purchase 1,000,000 shares of common stock (net of the partial exercise mentioned above), in each case at the public offering price per share or common warrant, respectively, less the underwriters’ discounts and commissions. The Offering closed on August 24, 2021.

The gross proceeds to the Company, before deducting underwriting discounts and commissions and other offering expenses, were approximately $30.0 million. The Company anticipates using the net proceeds from the Offering for research and development, including clinical trials, working capital and general corporate purposes.

The common stock, pre-funded warrants and common warrants are being offered by the Company pursuant to a Registration Statement on Form S-1 (the “Form S-1”), as amended, filed on July 22, 2021 with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (File No. 333-258092) and declared effective on August 19, 2021.

The Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, the Company and its directors and officers agreed, for a period of 90 days, subject to certain exceptions, not to offer, sell, pledge or otherwise dispose of the common stock and other of the Company’s securities that they beneficially own, including securities that are convertible into shares of common stock and securities that are exchangeable or exercisable for shares of common stock, without the prior written consent of the Representative.

In addition, the Company issued to the underwriters warrants (the “underwriter warrants”) to purchase 705,882 shares of common stock (representing 2% of the aggregate number of shares sold in the offering, including the number of shares of common stock underlying the pre-funded warrants, but excluding the underwriters’ option to purchase additional shares of common stock), at an exercise price of $1.0625 per share (representing 125% of the public offering price for a share to be sold in this offering). The underwriter warrants are exercisable immediately and for five years from the date of commencement of sales in this offering.

The foregoing summaries of the Underwriting Agreement, pre-funded warrants common warrants and underwriter warrants do not purport to be complete and are subject to, and qualified in their entirety by, the forms of such documents, which are incorporated herein by reference.

Item 8.01. Other Events.

On August 19, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.