Sonnet BioTherapeutics Insider Financing: $200K Note, Warrants and Series 5 Preferred

Rhea-AI Filing Summary

Insider transactions: Richard T. Kenney, identified as a Director and Chief Medical Officer of Sonnet BioTherapeutics Holdings, Inc. (SONN), received securities as partial consideration for a $200,000 convertible note. On 06/30/2025 he was issued warrants to purchase up to 86,505 common shares at a $1.156 exercise price. On 07/14/2025 he received warrants to purchase 320,000 common shares at $1.25 and 200 shares of Series 5 Preferred Stock initially convertible into 160,000 common shares at $1.25 per share. All instruments include a 4.99% beneficial ownership cap that prevents conversion or exercise beyond that threshold. The Form 4 is signed by Kenney on 08/21/2025.

Positive

• Financing secured: Insider provided a $200,000 convertible note, supplying capital to the company.
• Ownership cap: Conversion/exercise limited by a 4.99% beneficial ownership cap, reducing risk of a single insider gaining control.

Negative

• Potential dilution: Warrants and convertible preferred could convert into a material number of common shares (listed as 86,505, 320,000, and 160,000 underlying shares), increasing share count if exercised or converted.
• Limited disclosure: The Form 4 does not provide terms such as note maturity, interest, or other financing covenants, restricting assessment of financial impact.

Insights

Securities Analyst

TL;DR: Insider received convertible note consideration consisting of warrants and convertible preferred, creating potential dilution but capped by a 4.99% ownership limit.

The issuance documents show a $200,000 convertible note funded to the insider with attendant equity-linked instruments: two tranches of warrants (86,505 at $1.156; 320,000 at $1.25) and 200 shares of Series 5 Preferred initially convertible into 160,000 common shares at $1.25. These instruments increase the insider's potential claim on common shares, which could dilute existing holders if converted or exercised. The explicit 4.99% beneficial ownership cap limits immediate large-scale dilution from a single holder. No amounts outstanding on the note, maturity, interest terms or other financing covenants are disclosed in this filing, so assessment of longer-term financing impact is limited.

Corporate Governance Expert

TL;DR: Transaction is a related-party financing arrangement that includes anti-accumulation language to limit control effects.

The reporting person is both an officer and director, and received warrants and convertible preferred as consideration for a company-issued convertible note. Governance-relevant features include the 4.99% conversion/exercise cap which mitigates the risk of an insider gaining a controlling stake via conversion. The filing does not disclose approval process details, board actions, or conflict-of-interest mitigants, so governance transparency is incomplete within this Form 4 alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kenney Richard T

(Last) (First) (Middle)

100 OVERLOOK CENTER, SUITE 102

(Street)

PRINCETON, NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonnet BioTherapeutics Holdings, Inc. [ SONN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$1.156	06/30/2025		A		86,505		06/30/2025	06/30/2030	Common Stock	86,505	(1)	86,505	D
Warrant	$1.25	07/14/2025		A		320,000		07/14/2025	07/14/2030	Common Stock	320,000	(2)	320,000	D
Series 5 Preferred Stock	$1.25	07/14/2025		A		200		07/14/2025	(3)	Common Stock	160,000	(3)	200	D

Explanation of Responses:

1. On June 30, 2025, the Reporting Person was issued warrants to purchase up to 86,505 shares of common stock, par value $0.0001 ("Common Stock") as partial consideration for a convertible note (the "Convertible Note") issued by the Company in favor of the Reporting Person in the principal amount of $200,000. The Convertible Note and warrants cannot be converted or exercised, respectively, to the extent that, after giving effect to such conversion or exercise, the Reporting Person would beneficially own in excess of 4.99% of the then issued and outstanding shares of Common Stock.

2. On July 14, 2025, the Reporting Person was issued warrants to purchase up to 320,000 shares of Common Stock upon the conversion in full of the Convertible Note. The warrants cannot be exercised to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own in excess of 4.99% of the then issued and outstanding shares of Common Stock.

3. On July 14, the Reporting Person was issued 200 shares of Series 5 Preferred Stock, initially convertible at a conversion price of $1.25 per share upon the conversion in full of the Convertible Note. The Series 5 Preferred Stock cannot be converted to the extent that, after giving effect to such conversion, the Reporting Person would beneficially own in excess of 4.99% of the then issued and outstanding shares of Common Stock. The Series 5 Preferred Stock is perpetual and therefore has no expiration date.

	/s/ Richard T. Kenney	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What securities did Richard T. Kenney acquire in the SONN Form 4?

The filing shows issuance of warrants to purchase 86,505 shares at $1.156 (06/30/2025), warrants for 320,000 shares at $1.25 (07/14/2025), and 200 shares of Series 5 Preferred Stock initially convertible into 160,000 common shares at $1.25.

Why were the warrants and preferred issued to the insider?

They were issued as partial consideration for a company-issued convertible note to the Reporting Person in the principal amount of $200,000, as stated in the Form 4.

Is there a limit on how much the insider can convert or exercise?

Yes. Each instrument includes a provision that prevents conversion or exercise to the extent that doing so would cause the Reporting Person to beneficially own in excess of 4.99% of then outstanding common shares.

When was the Form 4 signed and filed?

The Form 4 is signed by Richard T. Kenney on 08/21/2025 and reports transactions dated 06/30/2025 and 07/14/2025.

Does the Form 4 disclose other financing terms for the convertible note?

No. The filing discloses the principal amount ($200,000) and related equity instruments but does not provide maturity, interest rate or other convertible note covenants.