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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): September 25, 2024
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,
NJ |
|
08540 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (609) 375-2227
Not
Applicable
(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, par value $0.0001 per share |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
3.03. Material Modification to Rights of Security Holders.
The
information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 25, 2024, Sonnet BioTherapeutics Holdings, Inc. (the “Company”)
filed a Certificate of Amendment to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the
State of Delaware (the “Certificate of Amendment”), to be effected at 12:01
a.m. Eastern Time on September 30, 2024, a one-for-eight reverse
stock split (the “Reverse Stock Split”) of the Company’s issued and
outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 83548R402.
As
a result of the Reverse Stock Split, every eight shares
of Common Stock issued and outstanding was converted into one share of Common Stock. The Reverse Stock Split affected all stockholders
uniformly and did not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the
Reverse Stock Split would have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection
with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled
to receive a proportional cash payment.
The
Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding
securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options, convertible
debt and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
At
the Company’s annual meeting of stockholders held on September 12, 2024, the stockholders of the Company voted to approve the Certificate
of Amendment. On September 23, 2024, the Board of Directors of the Company approved and authorized the filing of the Certificate of Amendment
following its approval by the stockholders.
The
Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on September 30, 2024.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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. |
|
|
|
Dated:
September 30, 2024 |
By: |
/s/
Pankaj Mohan, Ph.D. |
|
Name: |
Pankaj
Mohan, Ph.D. |
|
Title: |
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT TO THE
CERTIFICATE
OF INCORPORATION
OF
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
Sonnet
BioTherapeutics Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST:
That a resolution was duly adopted on August 7, 2024, by the Board of Directors of the Corporation pursuant to Section 242 of the
General Corporation Law of the State of Delaware setting forth an amendment to the Certificate of Incorporation of the Corporation, as
amended (the “Certificate of Incorporation”), and declaring said amendment to be advisable. The stockholders of the Corporation
duly approved said proposed amendment at an annual meeting of stockholders held on September 12, 2024, in accordance with Section 242
of the General Corporation Law of the State of Delaware. The proposed amendment set forth as follows:
Article
FOURTH of the Certificate of Incorporation be and hereby is further amended by inserting the following at the end of Article FOURTH:
Upon
effectiveness (“Effective Time”) of this amendment to the Certificate of Incorporation, a one-for-eight reverse stock split
(the “Reverse Split”) of the Corporation’s Common Stock shall become effective, pursuant to which each eight shares
of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to
the Effective Time (“Old Common Stock”) shall be reclassified and split into one share of Common Stock automatically and
without any action by the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective
Time (“New Common Stock”), with no corresponding reduction in the number of authorized shares of our Common Stock.
No
fractional shares of Common Stock will be issued in connection with the Reverse Split. Stockholders of record who otherwise would be
entitled to receive fractional shares, will be entitled to receive cash (without interest) in lieu of fractional shares, equal to such
fraction multiplied by the average of the closing sales prices of our Common Stock on the exchange the Corporation is currently trading
during regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Split (with
such average closing sales prices being adjusted to give effect to the Reverse Split).
Each
holder of record of a certificate or certificates for one or more shares of the Old Common Stock shall be entitled to receive as soon
as practicable, upon surrender of such certificate, a certificate or certificates representing the largest whole number of shares of
New Common Stock to which such holder shall be entitled pursuant to the provisions of the immediately preceding paragraphs. Any certificate
for one or more shares of the Old Common Stock not so surrendered shall be deemed to represent one share of the New Common Stock for
each eight shares of the Old Common Stock previously represented by such certificate.
SECOND:
That said amendment will have an Effective Time of 12:01 A.M., Eastern Time, on September 30, 2024.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer this
25th day of September, 2024.
Pankaj
Mohan |
|
|
|
/s/
Pankaj Mohan |
|
President
and Chief Executive Officer |
|
v3.24.3
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Sep. 25, 2024 |
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|
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--09-30
|
Entity File Number |
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|
Entity Registrant Name |
Sonnet
BioTherapeutics Holdings, Inc.
|
Entity Central Index Key |
0001106838
|
Entity Tax Identification Number |
20-2932652
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
100
Overlook Center
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|
Entity Address, City or Town |
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Grafico Azioni Sonnet BioTherapeutics (NASDAQ:SONN)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Sonnet BioTherapeutics (NASDAQ:SONN)
Storico
Da Dic 2023 a Dic 2024