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 28, 2023

SONNET BIOTHERAPEUTICS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

100 Overlook Center, Suite 102

Princeton, New Jersey 08540

(Address of Principal Executive Offices)

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 or to be 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. ☐

On June 28, 2023, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the investor named on the signature page thereto (the “Purchaser”), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 3,660,000 shares (the “Shares”) of common stock, par value $0.0001, of the Company (“Common Stock”) at a purchase price of $0.45 per Share and accompanying Warrant (as defined below), and (ii) 1,340,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 1,340,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $0.4499 per Pre-Funded Warrant and accompanying Warrant, for aggregate gross proceeds to the Company of approximately $2.25 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”).

The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are being sold pursuant to Company’s effective shelf registration statement on Form S-3 (File No. 333-251406), including a prospectus contained therein, which was originally filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2020, and was declared effective by the SEC on December 29, 2020, and a related prospectus supplement, dated June 28, 2023, related to the Registered Offering.

Pursuant to the Purchase Agreement, in a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offering”), the Company also agreed to sell and issue to the Purchaser warrants (the “Warrants”) to purchase up to 5,000,000 shares of Common Stock (the “Warrant Shares”). The Private Placement Warrants will be exercisable as of December 30, 2023 at an exercise price of $0.6749 per share and will expire three and one-half years from the date of issuance. The Company has agreed to file a registration statement covering the resale of the Warrant Shares within 45 days of the date of the Purchase Agreement. The Company must use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the closing date of the Offering and to keep such registration statement effective at all times until the Purchaser no longer owns any Warrants or Warrant Shares.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its shares of Common Stock and securities convertible into shares of Common Stock for a period of 60 days following the closing of the Offering.

The Offering is expected to close on or about June 30, 2023, subject to satisfaction of customary closing conditions.

Pursuant to a placement agency agreement dated as of June 28, 2022, the Company engaged Chardan Capital Markets, LLC (“Chardan”) to act as its exclusive placement agent in connection with the Offering. The Company has agreed to (i) pay Chardan a cash fee equal to 8.0% of the aggregate gross proceeds of the Offering, excluding the proceeds, if any, from the exercise of the Warrants, (ii) pay Chardan a non-accountable expense allowance of 0.5% of the aggregate gross proceeds of the Offering, and (iii) reimburse Chardan for certain expenses and legal fees up to $35,000. In addition, the Company agreed to issue to Chardan or its designees, warrants (the “Placement Agent Warrants”) to purchase up to 150,000 shares of Common Stock (the “Placement Agent Warrant Shares”). The Placement Agent Warrants will be exercisable as of December 30, 2023 and have a term of exercise equal to three and a half years from the date of issuance, with an exercise price of $0.6749 per share.

The foregoing descriptions of the Purchase Agreement, the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Pre-Funded Warrant, the form of Warrant and the form of Placement Agent Warrant, copies of which are filed herewith as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

A copy of the opinion of Lowenstein Sandler LLP relating to the validity of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares is filed herewith as Exhibit 5.1.

The information contained above in Item 1.01 related to the Private Placement and the issuance of the Placement Agent Warrants is hereby incorporated by reference into this Item 3.02. The Warrants, the Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

On June 28, 2023, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein.

(d) Exhibits

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.