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): November 18, 2025
Sonnet
BioTherapeutics Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-35570 |
|
20-2932652 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
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
Not
Applicable
(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:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, par value
$0.0001 per share |
|
SONN |
|
The Nasdaq Capital Market
LLC |
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)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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. ☐
Item 7.01 Regulation FD Disclosure.
On
November 18, 2025, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) issued a press release announcing the adjournment
of its special meeting of stockholders (the “Special Meeting”) to 9:00 a.m. Eastern Time on December 2, 2025, to allow additional
time for stockholders to vote on its proposed business combination with Hyperliquid Strategies Inc and Rorschach I LLC, and the other
proposals to be considered at the Special Meeting. The Company’s stockholders of record as of October 20, 2025, the record date
for the Special Meeting, will continue to be entitled to vote at the reconvened Special Meeting. Stockholders may attend the Special
Meeting at the website address https://web.viewproxy.com/sonn/2025SM.
A
copy of the press release is attached hereto as Exhibit 99.1. The press release and the information set forth therein shall not be deemed
to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or
the Exchange Act.
Additional
Information about the Proposed Business Combination Transaction and Where to Find It
This
Current Report on Form 8-K 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 Current Report on Form 8-K 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, containing a preliminary
proxy statement for the Company’s stockholders that will also constitute a preliminary 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
Current Report on Form 8-K 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated November 18, 2025. |
| 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. |
| |
|
|
| November 18, 2025 |
By: |
/s/ Raghu
Rao |
| |
Name: |
Raghu Rao |
| |
Title: |
Interim Chief Executive Officer |
