UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
For
the Fiscal Year Ended December 31, 2019
Commission
File Number 001-35570
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in the charter)
| Delaware |
|
20-2932652 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Identification
Number) |
100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (609) 375-2227
Securities
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, $0.0001 Par Value |
|
SONN |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ]
Yes [X] No.
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X]
No.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No.
Indicate
by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). [X] Yes [ ] No.
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer [ ] Accelerated filer [ ]
Non-accelerated
filer [X] Smaller reporting company [X]
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X]
No.
The
aggregate market value of the voting stock held by non-affiliates was $4.3 million based on the closing sale price of the Company’s
Common Stock as reported on the NASDAQ Stock Market on June 30, 2019.
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
There were 477,037 shares of common stock issued and outstanding as of March 16, 2020.
EXPLANATORY NOTE
This
Amendment No. 1 to the Annual Report on Form 10-K of Sonnet BioTherapeutics Holdings, Inc. for the year ended December
31, 2019 as filed with the Securities and Exchange Commission on March 19, 2020 (the “Original Form 10-K”) is
being filed only for the purpose of filing Exhibit 4.12, which was inadvertently omitted from the Original Form
10-K.
Except
as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the Original Form 10-K, nor does
it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction
with the Original Form 10-K.
Part
IV
Item
15: Exhibits and Financial Statement Schedules
(a)(1)
Financial Statements.
The
following financial statements of Chanticleer Holdings, Inc. are contained in Item 8 of this Form 10-K:
| |
● |
Report
of Independent Registered Public Accounting Firm |
| |
|
|
| |
● |
Consolidated
Balance Sheets at December 31, 2019 and 2018 |
| |
|
|
| |
● |
Consolidated
Statements of Operations and Comprehensive Loss for the years ended December 31, 2019 and 2018 |
| |
|
|
| |
● |
Consolidated
Statements of Stockholders’ Equity at December 31, 2019 and 2018 |
| |
|
|
| |
● |
Consolidated
Statements of Cash Flows for the years ended December 31, 2019 and 2018 |
| |
|
|
| |
● |
Notes
to the Consolidated Financial Statements |
(a)(2)
Financial Statements Schedules.
Financial
Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the
Financial Statements.
(a)(3)
Exhibits Filed.
The
exhibits listed in the accompanying Exhibit Index are filed as a part of this report.
(b)
Exhibits.
See
Exhibit Index.
(c)
Separate Financial Statements and Schedules.
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
SONNET
BIOTHERAPEUTICS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Pankaj Mohan |
| |
|
Pankaj
Mohan, Chairman, President a |
| Dated
April 22, 2020 |
|
and
Chief Executive Officer |
| |
|
|
EXHIBIT
INDEX
| Exhibit |
|
Description |
| |
|
|
| 2.2 |
|
Amendment No. 1 to Agreement and Plan of Merger, by and among Chanticleer Holdings, Inc., Sonnet BioTherapeutics, Inc. and Biosub Inc., dated February 7, 2020 (incorporated by reference to Exhibit 2.11 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 3.1 |
|
Certificate of Incorporation (Incorporated by reference to the Exhibit 3.1.A to our Registration Statement on Form 10SB-12G, filed with the SEC on February 15, 2000 (File No. 000-29507) |
| |
|
|
| 3.2 |
|
Certificate of Merger, filed May 2, 2005 (Incorporated by reference to Exhibit 2.1 filed with our Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2011) |
| |
|
|
| 3.3 |
|
Certificate of Amendment, filed July 16, 2008 (Incorporated by reference to Exhibit 3.1 filed with our Registration Statement on Form S-1/A (Registration No. 333-178307), filed with the SEC on February 3, 2012) |
| |
|
|
| 3.4 |
|
Certificate of Amendment, filed March 18, 2011 Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on March 18, 2011) |
| |
|
|
| 3.5 |
|
Certificate of Amendment, filed May 23, 2012 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on May 24, 2012) |
| |
|
|
| 3.6 |
|
Certificate of Amendment, filed February 3, 2014 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on February 4, 2014) |
| |
|
|
| 3.7 |
|
Certificate of Amendment, filed October 2, 2014 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on October 2, 2014) |
| |
|
|
| 3.8 |
|
Form of Certificate of Designation of the Series 1 Preferred Stock (Incorporated by reference to Exhibit 3.8 to Registration Statement on Form S-1 (Registration No. 333-214319, as filed December 5, 2016) |
| |
|
|
| 3.9 |
|
Form of Certificate of Designation of the Series 2 Preferred Stock (incorporated by reference to Exhibit 3.1(i) to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020). |
| |
|
|
| 3.8 |
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 4.1 |
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 333-178307), filed with the SEC on December 2, 2011) |
| |
|
|
| 4.2 |
|
Form of Unit Certificate dated June 2012 (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1/A (Registration No. 333-178307), filed with the SEC on May 30, 2012) |
| |
|
|
| 4.3 |
|
Form of Warrant for January 2015 Subscription Agreement with $2.50 Exercise Price (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K/A, filed with the SEC on January 9, 2015) |
| |
|
|
| 4.4 |
|
Form of 8% Non-Convertible Secured Debenture dated May 4, 2017 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-k, filed with the SEC on May 5, 2017) |
| |
|
|
| 4.5 |
|
Form of Warrant dated May 4, 2017 (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K, filed with the SEC on May 5, 2017) |
| 4.6 |
|
Amendment to Warrant dated April 7, 2017 by and between Chanticleer Holdings, Inc., and Larry S. Spitcaufsky, Trustee of Larry Spitcaufsky Family Trust UTD 1-19-88 (Incorporated by reference to Exhibit 14.1 to Current Report on Form 8-K, filed with the SEC on August 9, 2017) |
| |
|
|
| 4.7 |
|
Form of Warrant dated October 12, 2017 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, filed with the SEC on October 13, 2017) |
| |
|
|
| 4.8 |
|
Form of Warrant dated May 3, 2018 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, as amended, dated May 8, 2018) |
| |
|
|
| 4.9 |
|
Registration Rights Agreement, dated February 7, 2020, by and between Chanticleer Holdings, Inc. and the Purchaser named therein (incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 4.10 |
|
Form of Series A/B Warrants (incorporated by reference to Exhibit 4.16 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 4.11 |
|
Registration Rights Agreement, dated February 7. 2020, by and among Chanticleer Holdings, Inc. and certain investors named therein (incorporated by reference to Exhibit 4.17 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 4.12 |
|
Description of Capital Stock |
| |
|
|
| 10.1 |
|
Form of Franchise Agreement between the Company and Hooters of America, LLC (Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 (Registration No. 333-178307), filed with the SEC on December 2, 2011) |
| |
|
|
| 10.2* |
|
Chanticleer Holdings, Inc. 2014 Stock Incentive Plan effective February 3, 2014 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on February 4, 2014) |
| |
|
|
| 10.3 |
|
Amendment to 6% Secured Subordinated Convertible Note by and between the Company and certain note holder (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K, filed with the SEC on March 31, 2017). |
| |
|
|
| 10.4 |
|
Securities Purchase Agreement by and between the Company and certain accredited investors dated May 4, 2017 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed with the SEC on May 5, 2017) |
| |
|
|
| 10.5 |
|
Security Agreement by and between the Company and certain accredited investors dated May 4, 2017 (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed with the SEC on May 5, 2017) |
| |
|
|
| 10.6 |
|
Subsidiary Guarantee dated May 4, 2017 (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, filed with the SEC on May 5, 2017) |
| |
|
|
| 10.7 |
|
Form of Officer and Director Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed with the SEC on August 30, 2017) |
| 10.8 |
|
Form of Securities Purchase Agreement by and between the Company and certain accredited investors dated August 12, 2017 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed with the SEC on October 13, 2017) |
| |
|
|
| 10.9 |
|
Form of Securities Purchase Agreement by and between the Company and certain accredited investors dated May 3, 2018 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, as amended, dated May 8, 2018) |
| |
|
|
| 10.10* |
|
Employment Agreement dated November 16, 2018 by and between the Company and Frederick L. Glick (incorporated by reference to Exhibit 10.40 to our Annual Report on 10-K, filed with the SEC on April 1, 2019). |
| |
|
|
| 10.11* |
|
Restricted Stock Unit Award Agreement dated November 16, 2018 by and between the Company and Frederick L. Glick (incorporated by reference to Exhibit 10.41 to our Annual Report on 10-K, filed with the SEC on April 1, 2019). |
| |
|
|
| 10.12* |
|
Incentive Stock Option Agreement dated November 16, 2018 by and between the Company and Frederick L. Glick (incorporated by reference to Exhibit 10.42 to our Annual Report on 10-K, filed with the SEC on April 1, 2019). |
| |
|
|
| 10.13 |
|
Amendment to 8% Secured Debentures by and between the Company and Debenture Holders (incorporated by reference to Exhibit 10.43 to our Annual Report on 10-K, filed with the SEC on April 1, 2019). |
| |
|
|
| 10.14 |
|
Lease Agreement between Redus NC Commercial, LLC and Chanticleer Holdings, Inc. dated June 1, 2014, as amended (incorporated by reference to Exhibit 10.1 to our Quarterly Report on 10-Q, filed with the SEC on November 14, 2019). |
| |
|
|
| 10.15* |
|
Employment Agreement dated January 7, 2019 by and between Patrick Harkleroad and the Company (incorporated by reference to Exhibit 10.44 to our Annual Report on 10-K, filed with the SEC on April 1, 2019). |
| |
|
|
| 10.16 |
|
Securities Purchase Agreement, dated as of February 7, 2020, by and between Chanticleer Holdings, Inc. and the Purchaser party thereto (incorporated by reference to Exhibit 10.63 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 10.17 |
|
Securities Purchase Agreement, dated as of February 7, 2020, by and among Chanticleer Holdings, Inc., Sonnet BioTherapeutics, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.64 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020) |
| |
|
|
| 10.18 |
|
Side Letter and Amendment No. 2 to Common Stock Purchase Agreement, between GEM Global Yield Fund LLC SCS, Sonnet BioTherapeutics, Inc. and Chanticleer Holdings, Inc., dated February 7, 2020. |
| |
|
|
| 10.9 |
|
Securities Purchase Agreement, dated as of February 7, 2020, by and among Chanticleer Holdings, Inc., Sonnet BioTherapeutics, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.64 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020). |
| 21 |
|
Subsidiaries of the Company+ |
| |
|
|
| 23.1 |
|
Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm+ |
| |
|
|
| 31.1 |
|
Certification of Periodic Report by Michael D. Pruitt, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ |
| |
|
|
| 31.2 |
|
Certification of Periodic Report by Patrick Harkleroad, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ |
| |
|
|
| 31.3 |
|
Certification of Periodic Report by Pankaj Mohan, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 31.4 |
|
Certification of Periodic Report by Jay Cross, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
|
|
| 32.1 |
|
Certification of Periodic Report by Michael D. Pruitt, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ |
| |
|
|
| 32.2 |
|
Certification of Periodic Report by Patrick Harkleroad, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ |
| |
|
|
| 101.INS |
|
XBRL
Instance Document |
| |
|
|
| 101.SCH |
|
XBRL
Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
In
accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
XBRL
(Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
*
Indicates a management contract or compensatory plan or arrangement
+ Previously filed or furnished, as applicable, with the Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35570), filed with the Commission on March 19, 2020.
Our
SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-35570.
Prior to June 7, 2012, our SEC file number reference was 000-29507.