Amended Statement of Ownership (sc 13g/a)
08 Aprile 2020 - 12:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
INFORMATION
TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
Sonnet
BioTherapeutics Holdings, Inc. (f/k/a Chanticleer Holdings, Inc.)
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
83548R105
(CUSIP
Number)
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall not be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 83548R105
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Page 2
of 5 Pages
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1.
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NAMES
OF REPORTING PERSONS.
Bryan
Ezralow
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
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(a) ☐
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(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5. SOLE VOTING POWER
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435,641
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6. SHARED VOTING POWER
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120,000
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7. SOLE DISPOSITIVE POWER
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435,641
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8. SHARED DISPOSITIVE POWER
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120,000
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
555,641*
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.97%
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12.
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TYPE OF REPORTING PERSON
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IN
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*
All share amounts in this Schedule 13G have not been adjusted to give effect to the 1-for-26 reverse
stock split of the Issuer's common stock on April 1, 2020.
Item
1(a). Name of Issuer.
Sonnet
BioTherapeutics Holdings, Inc., formerly known as Chanticleer Holdings, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices.
100
Overlook Center, Suite 102
Princeton, New Jersey 08540
Item
2(a). Name of Person Filing.
The
name of the person filing is Bryan Ezralow.
Item
2(b). Address of Principal Business Office, or, if None, Residence.
23622
Calabasas Road, Suite 200
Calabasas,
CA 91302
Item
2(c). Citizenship.
United
States.
Item
2(d). Title of Class of Securities.
The
title of the class of securities to which this statement relates is the common stock of the Issuer, $0.0001 par value per share
(the “Common Stock”).
Item
2(e). CUSIP No.
83548R105
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Item 3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person
Filing is a:
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Not
Applicable.
The
percentage used herein and in the rest of this Schedule 13G are calculated based upon a total of 11,171,140 shares of Common Stock
issued and outstanding as of January 31, 2020, as reported in the Issuer’s proxy statement/prospectus/information statement
filed with the Securities and Exchange Commission on February 11, 2020. All share amounts in this Schedule 13G have not been adjusted
to give effect to the 1-for-26 reverse stock split of the Issuer's common stock on April 1, 2020.
Bryan
Ezralow
(a) Amount
beneficially owned: 555,641.
The
shares of Common Stock reported herein in which Bryan Ezralow has sole voting and dispositive power over such shares are 435,641
shares. Such shares are held directly by the Bryan Ezralow 1994 Trust u/t/d/ 12/22/1994, Bryan Ezralow, Trustee (the “1994
Trust”), where Bryan Ezralow, as the sole trustee of the 1994 Trust, has sole voting and dispositive power over such
shares, and thus, may be deemed to beneficially own such shares.
Collectively,
the shares of Common Stock reported herein in which Bryan Ezralow has shared voting and dispositive power over such shares is
an aggregate of 120,000 shares. Such shares are held directly by (a) Elevado Investment Company, LLC, a Delaware limited liability
company (“Elevado Investment”), in the amount of 40,000 shares, where Bryan Ezralow as a co-trustee and manager,
respectively, of the two trusts and limited liability company that comprise the managing members of Elevado Investment, shares
voting and dispositive power over such shares, and thus, may be deemed to beneficially own such shares; and (b) EMSE LLC (“EMSE”),
a Delaware limited liability company, in the amount of 80,000 shares, where Bryan Ezralow, as a manager of EMSE, shares voting
and dispositive power over such shares, and thus, may be deemed to beneficially own such shares. Neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by the Reporting Person that he has formed a group with any of
the other entities or individuals referenced herein.
(b) Percent
of class: 4.97%.
(c) Number
of shares as to which the Bryan Ezralow has:
(i) Sole
power to vote or direct the vote: 435,641.
(ii) Shared
power to vote or direct the vote: 120,000.
(iii) Sole
power to dispose or direct the disposition: 435,641.
(iv) Shared
power to dispose or direct the disposition: 120,000.
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Item 5.
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Ownership
of Five Percent or Less of a Class.
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If
this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☒.
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
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Not
Applicable.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated: April 7, 2020
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/s/ Bryan Ezralow
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Bryan Ezralow
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