Sonnet Biotherapeutc Hldng Inc SEC Filings

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. 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.