Sonnet BioTherapeutics Holdings, Inc. Announces Stockholder Approval of Proposed Business Combination with Hyperliquid Strategies Inc
Rhea-AI Summary
Sonnet BioTherapeutics (NASDAQ: SONN) announced that its stockholders approved the proposed business combination with Hyperliquid Strategies Inc and Rorschach I LLC at a special meeting held on Dec. 2, 2025.
The company said the final voting results from the special meeting will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.
Positive
- Stockholder approval of the proposed business combination achieved on Dec. 2, 2025
- Company will file the final voting results on a Form 8-K with the SEC
Negative
- None.
News Market Reaction
On the day this news was published, SONN declined 59.35%, reflecting a significant negative market reaction. Argus tracked a trough of -62.7% from its starting point during tracking. Our momentum scanner triggered 71 alerts that day, indicating high trading interest and price volatility. This price movement removed approximately $32M from the company's valuation, bringing the market cap to $22M at that time. Trading volume was exceptionally heavy at 10.3x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Market Reality Check
Peers on Argus
Two biotech peers in momentum screens moved down (median about -5.6%) with no same-day news, while SONN fell -59.35%, suggesting both sector pressure and a strong company-specific reaction.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 2 | Deal closing | Positive | -59.4% | Completion of business combination with Hyperliquid Strategies and trading transition to PURR. |
| Dec 2 | Deal approval | Positive | -59.4% | Stockholder approval of business combination and related proposals at special meeting. |
| Nov 18 | Meeting adjournment | Positive | -8.6% | Adjourned special meeting to solicit more votes despite >95% support among votes cast. |
| Sep 19 | Conference participation | Neutral | -18.2% | Announcement of presentation at MedInvest Biotech & Pharma Conference and investor meetings. |
| Aug 11 | Clinical update | Positive | -4.7% | Virtual investor segment with SB221 trial update showing partial responses and expansion plans. |
Recent SONN news events, including the business combination process and clinical or investor updates, have repeatedly coincided with negative price reactions, often diverging from the generally constructive nature of the announcements.
Over the last six months, Sonnet’s trajectory has centered on the proposed business combination with Hyperliquid Strategies Inc. and Rorschach I LLC and ongoing oncology development. The company adjourned and then reconvened a special meeting to secure stockholder approval, with more than 95% of votes cast supporting the transaction before final approval on Dec 2, 2025. A prior investor update on the SB221 trial and conference participation also preceded declines, indicating that news flow has frequently been followed by selling pressure.
Market Pulse Summary
The stock dropped -59.4% in the session following this news. A negative reaction despite stockholder approval of the business combination fits a pattern where Sonnet’s news events have often been followed by selling, including after prior clinical and meeting updates that appeared constructive. The large move from 1.26 and heavy volume of 8,684,375 shares highlighted elevated volatility. This context suggests that transaction-related repositioning and broader sector pressure could have amplified the downside, while ongoing corporate changes may continue to influence trading behavior.
Key Terms
Form 8-K regulatory
U.S. Securities and Exchange Commission regulatory
AI-generated analysis. Not financial advice.
PRINCETON, N.J., Dec. 02, 2025 (GLOBE NEWSWIRE) -- Sonnet BioTherapeutics Holdings, Inc., (NASDAQ: SONN) (“Sonnet” or the “Company”) today announced that its stockholders approved, among other things, the proposed business combination with Hyperliquid Strategies Inc (“HSI”) and Rorschach I LLC at its special meeting of stockholders.
The final voting results for the special meeting will be filed in a Form 8-K with the U.S. Securities and Exchange Commission.
About Sonnet BioTherapeutics Holdings, Inc.
Sonnet BioTherapeutics Holdings, Inc. is an oncology-focused biotechnology company with a proprietary platform for innovating biologic drugs of single or bifunctional action. Known as FHAB (Fully Human Albumin Binding), the technology utilizes a fully human single chain antibody fragment (scFv) that binds to and “hitch-hikes” on human serum albumin (HSA) for transport to target tissues. Sonnet’s FHAB was designed to specifically target tumor and lymphatic tissue, with an improved therapeutic window for optimizing the safety and efficacy of immune modulating biologic drugs. FHAB is the foundation of a modular, plug-and-play construct for potentiating a range of large molecule therapeutic classes, including cytokines, peptides, antibodies, and vaccines.
For more information, please visit Sonnetbio.com.
Additional Information about the Proposed Business Combination Transaction and Where to Find It
This press release does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This press release relates to a proposed business combination transaction. In connection with the proposed business combination transaction, HSI has filed a registration statement on Form S-4 which became effective on October 27, 2025, containing a proxy statement for the Company’s stockholders that will also constitute a prospectus of HSI, the securities of which are expected to be listed on Nasdaq upon consummation of the proposed business combination transaction. The Company mailed a definitive proxy statement/prospectus to the Company’s stockholders on October 27, 2025. The Company and Rorschach urge investors, stockholders and other interested persons to read the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination transaction. The Company’s stockholders are able to obtain a free copy of the proxy statement/prospectus and other documents filed with the SEC by the Company or HSI, without charge, by directing a request to: dongriffith@sonnetbio.com. These documents can also be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
Participants in the Solicitation
The Company, Rorschach, HSI and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the proposed business combination transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors in its Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which was filed with the SEC on December 17, 2024. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed business combination is set forth in the proxy statement/prospectus for the proposed business combination transaction, filed by the Company on October 27, 2025. Information concerning the interests of the Company’s and Rorschach’s participants in the solicitation, which may, in some cases, be different than those of the Company’s and Rorschach’s equity holders generally, is set forth in the proxy statement/prospectus and other relevant materials to be filed with the SEC relating to the proposed business combination transaction when they become available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Investor Relations Contacts
Sonnet BioTherapeutics Holdings, Inc.
Raghu Rao
Chief Executive Officer
raghurao@sonnetbio.com
FAQ
What did Sonnet BioTherapeutics (SONN) announce on Dec. 2, 2025?
Did SONN obtain shareholder approval for the Hyperliquid Strategies Inc deal?
When will SONN file the final voting results for the special meeting?
Which parties are involved in the proposed business combination announced by SONN?
Where can investors find the official record of SONN’s special meeting vote?
