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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 23, 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
8.01. Other Events.
As
previously reported, on May 30, 2025, Sonnet Biotherapeutics Holdings, Inc. (the “Company”) received a deficiency notice
from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that
the Company was not in compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), on Nasdaq, as set forth in Nasdaq Listing Rule 5550(b)(1)
(the “Minimum Stockholders’ Equity Rule”).
Also
as previously reported, on July 15, 2025, the Company closed the private placement offering, as reported on July 14, 2025, for gross
proceeds of approximately $5.5 million (the “PIPE Proceeds”). In addition to the PIPE Proceeds, as of July 18, 2025, the
Company has received proceeds of approximately $10.5 million in connection with the exercise of outstanding warrants (the “Warrant
Proceeds” and together with the PIPE Proceeds, the “Proceeds”).
On
July 18, 2025, the Company filed a Current Report on Form 8-K (the “Form 8-K Report”) stating that as of the date of the
Form 8-K Report, the Company believes that it has stockholders’ equity in excess of the $2.5 million required pursuant to the Minimum
Stockholders’ Equity Rule as a result of the Proceeds.
On
July 23, 2025, the Company received a letter from Nasdaq stating that based on the Form 8-K Report, the Staff has determined that the
Company complies with the Minimum Stockholders’ Equity Rule. The letter also stated that Nasdaq will continue to monitor the Company’s
ongoing compliance with the Minimum Stockholders’ Equity Rule and, if at the time of its next periodic report the Company does
not evidence compliance, it may be subject to delisting. At that time, Staff will provide written notification to the Company, which
may then appeal Staff’s determination to a Hearings Panel.
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
25, 2025 |
By: |
/s/
Raghu Rao |
| |
Name: |
Raghu
Rao |
| |
Title: |
Interim
Chief Executive Officer |
