Shareholders at Sonnet BioTherapeutics (NASDAQ: SONN) back all proposals

Rhea-AI Filing Summary

Sonnet BioTherapeutics Holdings, Inc. reported the results of its annual stockholder meeting held on September 26, 2025. Stockholders voted on electing five directors, approving executive compensation on an advisory basis, setting the frequency of future executive pay votes, and ratifying the independent auditor.

All five director nominees were elected, each receiving more votes "for" than "withheld." Stockholders approved the advisory vote on executive compensation with 1,209,407 votes for, 330,412 against, 5,678 abstentions and 2,152,195 broker non-votes. For the frequency of say-on-pay votes, most shares favored holding the vote every one year, with 1,394,436 votes for one year, compared with 60,801 for two years and 88,271 for three years.

Stockholders also ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for the year ending September 30, 2025, with 3,181,107 votes for, 495,000 against and 21,585 abstentions. The meeting was held based on 6,827,352 shares of common stock outstanding as of August 26, 2025, which was the record date.

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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): September 26, 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 5.07 Submission of Matters to a Vote of Security Holders.

On September 26, 2025, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were the following proposals: (1) to elect five directors to the Company’s Board of Directors (the “Board”) to hold office for the following year until their successors are elected, (2) to approve, on an advisory basis, the executive compensation of the Company’s named executive officers (the “Named Executive Officers”) as described in the proxy statement (3) to vote, on an advisory basis, on how frequently the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Named Executive Officers, and (4) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2025.

At the Annual Meeting, the foregoing stockholder proposals were approved, based upon an aggregate of 6,827,352 shares of Common Stock outstanding as of August 26, 2025, which was the record date for the Annual Meeting. The final voting results were as follows:

1. The votes cast with respect to the proposal to elect five directors to the Board to hold office for the following year until their successors are elected were as follows:

		For				Withheld				Broker Non-Votes
Raghu Rao			1,220,258				325,245				2,152,189
Donald Griffith			957,147				588,356				2,152,189
Nailesh Bhatt			1,220,922				324,581				2,152,189
Albert Dyrness			958,237				587,266				2,152,189
Lori McNeill			1,222,090				323,413				2,152,189

2. The proposal to approve, on an advisory basis, the executive compensation of the Company’s Named Executive Officers as described in the proxy statement was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

Votes For			Votes Against				Abstentions				Broker Non-Votes
1,209,407				330,412				5,678				2,152,195

3. The votes cast will respect to the proposal to determine, on an advisory basis, the preferred frequency the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Named Executive Officers were as follows:

One Year			Two Years				Three Years				Abstentions				Broker Non-Votes
1,394,436				60,801				88,271				1,995				2,152,189

4. The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2025 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:

Votes For			Votes Against				Abstentions
3,181,107				495,000				21,585

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.
September 29, 2025	By:	/s/ Raghu Rao
	Name:	Raghu Rao
	Title:	Interim Chief Executive Officer

FAQ

What was the main purpose of Sonnet BioTherapeutics (SONN) 2025 annual meeting?

The meeting was held to elect five directors, hold advisory votes on executive compensation and its voting frequency, and ratify KPMG LLP as the independent registered public accounting firm for the year ending September 30, 2025.

Were Sonnet BioTherapeutics' director nominees elected at the 2025 annual meeting?

Yes. All five nominees—Raghu Rao, Donald Griffith, Nailesh Bhatt, Albert Dyrness and Lori McNeill—were elected, each receiving more votes "for" than "withheld," with broker non-votes reported for each nominee.

How did Sonnet BioTherapeutics stockholders vote on executive compensation (say-on-pay)?

Stockholders approved the advisory vote on executive compensation with 1,209,407 votes for, 330,412 against, 5,678 abstentions and 2,152,195 broker non-votes.

What frequency of say-on-pay votes did Sonnet BioTherapeutics stockholders prefer?

Stockholders most strongly supported holding say-on-pay votes every one year, with 1,394,436 votes for one year, compared with 60,801 for two years, 88,271 for three years, 1,995 abstentions and 2,152,189 broker non-votes.

Did Sonnet BioTherapeutics stockholders ratify KPMG as auditor for 2025?

Yes. The appointment of KPMG LLP as the independent registered public accounting firm for the year ending September 30, 2025 was ratified with 3,181,107 votes for, 495,000 against and 21,585 abstentions.

How many Sonnet BioTherapeutics shares were entitled to vote at the 2025 annual meeting?

There were 6,827,352 shares of common stock outstanding as of August 26, 2025, which was the record date for determining stockholders entitled to vote at the annual meeting.