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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): July 31, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 31, 2025, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) entered into an employment agreement (the “Agreement”)
with Raghu Rao, the Company’s interim Chief Executive Officer. Pursuant to the Agreement, Mr. Rao is entitled to, among other things,
(i) an annual gross base salary of $400,000, (ii) eligibility for a bonus equal to 5.0% of gross revenue received by the Company from
a strategic transaction (subject to certain exceptions and not including the Company’s proposed
transaction with Rorschach I LLC and Hyperliquid Strategies Inc.) and
(iii) at the sole discretion of the Company’s board of directors, a cash or equity/options/restricted stock units bonus for achieving
or progressing company stated goals. The Agreement shall terminate in accordance with its terms. Pursuant to the Agreement, if Mr. Rao
is terminated without “Cause” (as defined in the Agreement), he is entitled to his base salary for six months, payable in
accordance with the Company’s then-current payroll practices and subject to all required withholdings. In the event Mr. Rao resigns
for any reason, Mr. Rao will not receive any severance benefits, provided that, pursuant to the Company’s standard payroll policies,
the Company shall pay Mr. Rao any accrued obligations.
Also
on July 31, 2025, the board of directors of the Company approved a discretionary bonus to Mr. Rao of $100,000.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit |
| |
|
|
| 10.1 |
|
Employment Agreement by and between the Company and Raghu Rao, dated July 31, 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. |
| |
|
| Date: |
August 1, 2025 |
By: |
/s/
Raghu Rao |
| |
Name: |
Raghu Rao |
| |
Title: |
Interim Chief Executive Officer |
