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): June 23, 2022

SONNET BIOTHERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

Not Applicable

(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 (see General Instruction A.2. below):

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 1 933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2022, the Sonnet BioTherapeutics Holdings, Inc. (the “Company”) reconvened its Annual Meeting of Stockholders (the “Annual Meeting”), which had previously been adjourned on June 2, 2022 to allow additional time for stockholders to vote and for the Company to obtain a quorum. The matters voted on at the Annual Meeting were: (1) the election of directors; (2) the approval of an amendment to the Company’s certificate of incorporation, as amended (the “Charter”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a specific ratio, ranging from two-for-one (2:1) to twenty-for-one (20:1), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors of the Company (the “Reverse Split”); (3) the approval of an amendment to the Charter to increase the Company’s authorized shares of Common Stock from 125,000,000 to 250,000,000 (the “Authorized Share Increase”); (4) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement; and (5) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2022. Based on the tabulation of votes, Proposals 2 and 3 did not receive the requisite votes to be approved. The final voting results were as follows:

1. The election of each of Pankaj Mohan, Ph.D., Nailesh Bhatt, Albert Dyrness, Donald Griffith, and Raghu Rao as directors to hold office for a term of one year, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term.

The votes were cast for this matter as follows:

2. The votes were cast as follows with respect to the proposal to approve an amendment to the Charter to effect the Reverse Split:

3. The votes were cast as follows with respect to the proposal to approve an amendment to the Charter to effect the Authorized Share Increase:

4. The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement:

5. The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2022 was approved based upon the following votes:

SIGNATURES

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.