Welcome to our dedicated page for Sonnet Biotherapeutc Hldng SEC filings (Ticker: SONN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission filings for Sonnet BioTherapeutics Holdings, Inc. (historically trading under the ticker SONN). These documents record the company’s regulatory history as an oncology-focused biotechnology issuer and capture key events such as shareholder meetings, financing transactions, and the business combination with Hyperliquid Strategies Inc. that resulted in Sonnet becoming a wholly owned subsidiary of a new Nasdaq-listed entity.
Investors can use Sonnet’s Form 8‑K filings to track material developments. Recent 8‑Ks describe, among other items, the entry into a Business Combination Agreement with Rorschach I LLC and Hyperliquid Strategies Inc., the structure of the mergers that formed Hyperliquid Strategies Inc. as the parent company, and subsequent confirmations of Nasdaq listing compliance. Other 8‑Ks detail private placements of preferred stock and warrants, the issuance of convertible notes and associated warrants, and employment agreements and compensation arrangements for senior executives.
The company’s Definitive Proxy Statement on Schedule 14A outlines matters submitted to stockholders, including the election of directors, advisory votes on executive compensation, auditor ratification, and the logistics of virtual annual meetings. These materials also provide information about board composition, governance practices, and the proposals that required shareholder approval in connection with major transactions.
Through Sonnet’s periodic and current reports, readers can understand how the company structured the business combination with Hyperliquid Strategies Inc., including the planned issuance of Pubco (Hyperliquid Strategies Inc.) common stock, contingent value rights (CVRs) related to Sonnet’s biotech assets, and the anticipated ownership percentages of legacy Sonnet stockholders versus new investors. Filings also describe responses to Nasdaq stockholders’ equity requirements and the company’s efforts to maintain listing standards prior to the corporate reorganization.
On Stock Titan, these filings are complemented by AI-powered tools that summarize lengthy documents and highlight key terms, helping users interpret complex sections of 8‑Ks, proxy statements, and related agreements. Real-time updates from the SEC’s EDGAR system allow users to see new filings as they are posted, while structured views of items such as financing terms and governance proposals make it easier to compare disclosures across documents. For historical research on SONN and its transition into a subsidiary of Hyperliquid Strategies Inc. (whose stock is expected to trade under the ticker PURR), this page serves as a central reference for the company’s official regulatory record.
Sonnet BioTherapeutics Holdings, Inc. reported that it has adjourned its special meeting of stockholders to 9:00 a.m. Eastern Time on December 2, 2025. The extra time is meant to allow more stockholders to vote on the company’s proposed business combination with Hyperliquid Strategies Inc and Rorschach I LLC, along with other proposals tied to the transaction. Stockholders of record as of October 20, 2025 remain eligible to vote and may attend the virtual meeting at the specified website. A registration statement on Form S-4 filed by HSI includes a proxy statement/prospectus, and a definitive proxy statement/prospectus was mailed on October 27, 2025, which the parties urge investors to read because it contains important information about the proposed business combination.
Sonnet BioTherapeutics (SONN) set a special meeting to seek stockholder approval of a two‑step Business Combination with Rorschach I LLC and Hyperliquid Strategies Inc. (Pubco/HSI). Each share of Sonnet common stock will convert at closing into one‑fifth of one Pubco Common Share plus one contingent value right (CVR), subject to the Transaction Agreement.
The transaction anticipates issuing approximately 155 million Pubco shares and about 20 million shares underlying warrants at closing. Pubco intends to list on Nasdaq as “PURR”. Approval of the Transactions Proposal, the Nasdaq Stock Issuance Proposal, and the Charter Amendment Proposal are required for closing. Sonnet’s board unanimously recommends voting “FOR” all proposals and received a fairness opinion from Lucid Capital Markets stating the merger consideration is fair from a financial point of view.
The record date is October 20, 2025; the meeting is scheduled for November 18, 2025 and will be held virtually.
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.
Sonnet BioTherapeutics Holdings, Inc. provides proxy details for its upcoming annual meeting, including virtual meeting procedures, governance policies and executive compensation disclosures. Stockholders voting remotely must use a control number from their Notice, proxy card or voting instruction form; holders in "street name" need broker authorization. The company will limit responses to two questions per stockholder and retained Alliance Advisors, LLC to host and tabulate the virtual meeting. The Board adopted an Insider Trading Policy that defines "Material Information," reporting obligations, blackout periods and discourages short-term trading. The proxy includes named executives and directors—Raghu Rao (Interim CEO), Donald Griffith (CFO), Nailesh Bhatt, Albert Dyrness, Lori McNeill and others—and discloses selected compensation figures such as Raghu Rao total compensation of $120,828, Donald Griffith $93,938, and tax fees paid of $42,074. Various share and award counts for directors and executives are reported in the proxy tables.
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.
Sonnet BioTherapeutics Holdings, Inc. reported continued clinical and corporate activity alongside significant losses and tight liquidity. The company had $321,297 in cash at June 30, 2025 and total assets of $2.06 million, against total liabilities of $5.10 million, producing a stockholders' deficit of $(3.05) million. For the nine months ended June 30, 2025 Sonnet reported a net loss of $10.43 million (three months: $3.78 million), and recognized $1.0 million of collaboration revenue related to the Alkem agreement.
The filing highlights clinical progress for lead programs: SON-1010 has been dosed in 99 people with partial responses at the highest dose and multiple combination cohorts (Roche combo and trabectedin cohort) underway, and SON-080 is partnered in India with Alkem. Management disclosed a July 2025 financing mix—convertible notes, preferred stock and warrant financings—and that warrant exercises in July 2025 generated $10.5 million, which together with prior raises they expect will fund operations into February 2026. The company states substantial doubt about its ability to continue as a going concern and expects to require additional financing.