September 14, 2022

 

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 (File No. 333-267171)

 

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 4:15 p.m., Eastern Time, on September 16, 2022, 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.

 

  Very truly yours,
     
  SONNET BIOTHERAPEUTICS HOLDINGS, INC.
     
  By: /s/ Pankaj Mohan
  Name: Pankaj Mohan
  Title: Chief Executive Officer