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2025-09-26
2025-09-26
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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 |
