UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 31, 2023, Sonnet BioTherapeutics Holdings, Inc. (the “Company” or “Sonnet”) held an annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were the following proposals: (1) to elect six directors to the Company’s Board of Directors (the “Board”) to hold office for the following year until their successors are elected, (2) to adopt and approve 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-thirty five (1:35), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders, and (3) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2023.
At the Annual Meeting, the foregoing stockholder proposals were approved, based upon an aggregate of 38,511,014 shares of Common Stock outstanding as of July 27, 2023, which was the record date for the Annual Meeting. The final voting results were as follows:
| 1. | The votes cast with respect to the proposal to elect six directors to the Board to hold office for the following year until their successors are elected were as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Pankaj Mohan, Ph.D. | 12,186,984 | 1,051,699 | 8,355,426 | |||||||||
| Nailesh Bhatt | 12,010,142 | 1,228,541 | 8,355,426 | |||||||||
| Albert Dyrness | 12,025,447 | 1,213,236 | 8,355,426 | |||||||||
| Donald Griffith | 12,134,812 | 1,103,871 | 8,355,426 | |||||||||
| Raghu Rao | 11,959,482 | 1,269,201 | 8,355,426 | |||||||||
| Lori McNeill | 12,274,197 | 964,486 | 8,355,426 | |||||||||
| 2. | 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-thirty five (1:35), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | ||
| 15,763,763 | 5,775,163 | 55,183 |
| 3. | The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2023 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | ||
| 20,050,763 | 519,412 | 1,023,933 |
| Item 7.01 | Regulation FD Disclosure. |
On August 31, 2023, 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 August 31, 2023 | |
| 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. | ||
| August 31, 2023 | By: | /s/ Pankaj Mohan, Ph.D. |
| Name: | Pankaj Mohan, Ph.D. | |
| Title: | Chief Executive Officer | |