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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): September 15, 2022

 

Sonnet BioTherapeutics Holdings, Inc.

 

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-35570   20-2932652

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

100 Overlook Center, Suite 102

Princeton, NJ

  08540
(Address of Principal Executive Offices)   (Zip Code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)  

Name of each exchange on which registered

Common Stock, par value $0.0001 per share   SONN   The Nasdaq Stock Market LLC

 

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 September 15, 2022, Sonnet BioTherapeutics Holdings, Inc. (the “Company” or “Sonnet”) held a special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were the following proposals: (1) the adoption and 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 (the “Common Stock”) at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Company’s Board of Directors (the “Board”) without further approval or authorization of the Company’s stockholders and (2) the approval of the adjournment of the Special Meeting to the extent there are insufficient proxies at the Special Meeting to approve the foregoing proposal.

 

At the Special Meeting, both of the foregoing stockholder proposals were approved, based upon an aggregate of 60,587,905 shares of Common Stock, 22,275 shares of Series 3 Preferred Stock and 225 shares of Series 4 Preferred Stock outstanding as of August 17, 2022, which was the record date for the Special Meeting. The final voting results were as follows:

 

1. The proposal to adopt and approve an amendment to the Charter to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board was approved by a majority of the voting power of the outstanding shares of Common Stock, Series 3 Preferred Stock and Series 4 Preferred Stock entitled to vote on the proposal, based upon the following votes:

 

Votes For   Votes Against   Abstentions 
43,842,150,456    12,066,279,428    376,243,562 

 

2. The proposal to approve the adjournment of the Special Meeting to the extent that there are insufficient proxies at the Special Meeting to approve the foregoing proposal was approved by a majority of votes cast, based upon the following votes:

 

Votes For   Votes Against   Abstentions 
19,458,080    7,186,656    374,070 

 

Item 7.01 Regulation FD Disclosure.

 

On September 16, 2022, the Company issued a press release announcing a reverse stock split, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated September 16, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  Sonnet BioTherapeutics Holdings, Inc.
   
September 16, 2022 By: /s/ Pankaj Mohan, Ph.D.
  Name: Pankaj Mohan, Ph.D.
  Title: Chief Executive Officer