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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): June 30, 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,
New Jersey |
|
08540 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (609) 375-2227
N/A
(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, $0.0001 Par Value |
|
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
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
1.01. Entry into a Material Definitive Agreement.
On
June 30, 2025, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) completed a sale to certain accredited investors of
convertible notes in the aggregate principal amount of $2.0 million (the “Convertible Notes”) in an offering priced “at
the market” under the rules of the Nasdaq Stock Market. In addition to the Convertible Notes, the investors also received warrants
(the “Warrants”) to purchase an aggregate of 865,052 shares of common stock of the Company and received an aggregate of approximately
$50,000 additional proceeds from the sale of the Warrants. The Warrants will be exercisable for five years at an exercise price of $1.156
per share.
The
Convertible Notes bear no interest and will mature on June 30, 2026. The investors may elect to convert all or part of their Convertible
Notes at any time into an aggregate of up to 1,730,104 shares of common stock of the Company at a conversion price of $1.156. Additionally,
if at any time while the Convertible Notes remain outstanding, the Company issues shares of common stock or common stock equivalents
in an offering for gross proceeds of at least $5.0 million (a “Subsequent Issuance”), the entire then unpaid principal amount
of the Convertible Notes shall convert automatically into the same securities issued in the Subsequent Issuance upon the closing of the
Subsequent Issuance. In the event a Subsequent Issuance does not occur within 90 days of the issuance of the Convertible Note, (i) the
investors shall be entitled to purchase additional warrants with the same terms as the Warrants for up to 3,460,208 shares of common
stock at a price of $0.25 per share of common stock and (ii) the Company shall file and use commercially reasonable efforts to have declared
effective a registration statement for the Convertible Notes, the Warrants and the common stock issuable upon any conversion of the Convertible
Notes or exercise of the Warrants.
Each
investor agreed to restrict their ability to convert their Convertible Notes and exercise their Warrants to the extent that, after giving
effect to such exercise or conversion, such investor would beneficially own in excess of 4.99%, 9.99% or 19.99%, as elected by each investor,
of the then issued and outstanding shares of common stock of the Company.
The
Convertible Notes and Warrants were sold in reliance upon an exemption from the registration requirement of the Securities Act of 1933,
as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder.
The
foregoing information is a summary of the agreements involved in the transactions described above, is not complete, and is qualified
in its entirety by reference to the full text of the agreements, which are filed with this Current Report on Form 8-K and incorporated
herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| 4.1 |
|
Form of Convertible Note |
| 4.2 |
|
Form of Warrant |
| 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. |
| |
|
| Date: |
July
2, 2025 |
By: |
/s/
Donald Griffith |
| |
Name: |
Donald
Griffith |
| |
Title: |
Chief
Financial Officer |
