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SONN:Segment
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended September 30, 2025
OR
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from to
Commission
file number: 001-35570
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
20-2932652 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
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
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐ 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 ☐ 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 preceding 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. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $4,150,174 on March 31, 2025,
the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of $1.34 on
that date.
Indicate
the number of shares outstanding of each of the registrant’s classes of common equity, as of December 12, 2025:
| Class |
|
Number
of Shares |
| Common
Stock, $0.0001 par value |
|
1 |
Documents
incorporated by reference
None.
Explanatory
Note
Sonnet
Biotherapeutics Holdings, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended September 30, 2025
for purpose of substituting the correct version of the Report of Independent Registered Public Accounting Firm.
Other
than as disclosed above and the dating of this Amendment, there are no changes to that Annual Report.
TABLE
OF CONTENTS
| Item
8. |
Financial Statements and Supplementary Data |
3 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Stockholders and Board of Directors
Sonnet
BioTherapeutics Holdings, Inc. and Hyperliquid Strategies, Inc.:
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheets of Sonnet BioTherapeutics Holdings, Inc. and subsidiaries (the Company) as
of September 30, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows
for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024,
and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting
principles.
Going
Concern
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has incurred recurring losses and negative cash flows from operations
since inception that will require substantial additional financing to continue to fund its research and development activities that raise
substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described
in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Accrued
research and development expense
As
discussed in Notes 2 and 3 to the consolidated financial statements, research and development costs are expensed as incurred, which include
amounts due to third parties for research, development, and manufacturing services. At the end of each reporting period, the Company
compares the payments made to third-party service providers to the estimated progress towards completion of the related project, based
on the measure of progress as defined in the contract. Factors the Company considers in preparing the estimates include costs incurred
by the service provider, milestones achieved, and other criteria related to the efforts of its service providers. Depending on the timing
of payments to the third-party service providers and the progress the Company estimates has been made as a result of the services provided,
the Company will record a prepaid expense or accrued liability related to these costs. As of September 30, 2025, the Company reported
accrued research and development expenses of $0.6 million.
We
identified the evaluation of certain accrued research and development expenses for third-party service providers as a critical audit
matter. Evaluating the estimated progress toward completion of research and development projects, including the factors described above,
required especially subjective auditor judgment.
The
following are the primary procedures we performed to address this critical audit matter. To evaluate the Company’s estimate of
costs incurred as of September 30, 2025, for a selection of accrued research and development expenses, we (1) examined the provisions
in the contracts, invoices and communications received from third party service providers related to the project status; (2) sent confirmations
to the third-party service providers; and (3) inquired of the individuals who are responsible for monitoring and tracking the status
of research and development activities.
/s/
KPMG LLP
We
have served as the Company’s auditor since 2015.
Philadelphia,
Pennsylvania
December
16, 2025
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
(a) Exhibits
INDEX
TO EXHIBITS
Exhibit
No. |
|
Description |
| 31.1* |
|
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.* |
| |
|
|
| 31.2* |
|
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended.* |
| |
|
|
| 32.1** |
|
Certification of Principal 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 Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL). |
| |
|
|
| 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 |
| |
|
|
| * |
|
Filed
herewith. |
| |
|
|
| ** |
|
Furnished
herewith. |
Item
16. 10-K Summary
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. |
| |
|
(Registrant) |
| |
|
|
| Date:
July 17, 2026 |
|
/s/
Raghu Rao |
| |
|
Raghu
Rao |
| |
|
Chief
Executive Officer |
| |
|
(Principal
Executive Officer, Principal Financial and Accounting Officer and sole Director) |
