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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): October 16, 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,
New Jersey |
|
08540 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (609) 375-2227
N/A
(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, $0.0001 Par Value |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
7.01 Regulation FD.
On
October 17, 2024, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) issued a press release announcing that on October
16, 2024, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s stock had regained
compliance with the minimum bid price requirement (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq
Capital Market LLC (“The Nasdaq Capital Market “), as set forth in Nasdaq Listing Rule 5550(a)(2). A copy of the Company’s
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01. Other Events.
On
October 16, 2024, the Company received a letter from Nasdaq stating that because the Company’s shares had a closing bid price above
$1.00 per share for 11 consecutive trading days, the Company’s stock had regained compliance with the Minimum Bid Price Requirement
of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). The Company will
be subject to a mandatory panel monitor for a period of one year from October 16, 2024. If, within that one-year monitoring period, the
Nasdaq Listing Qualifications staff (the “Staff”) finds the Company is again out of compliance with the Minimum Bid Price
Requirement, notwithstanding Nasdaq Listing Rule 5810(c)(2), then the Staff will issue a delist determination letter and the Company
will have an opportunity to request a new hearing with the initial Nasdaq hearing panel (the “Panel”) or a newly convened
Panel if the initial Panel is unavailable.
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. |
|
a
Delaware corporation |
|
(Registrant) |
|
|
Date:
October 17, 2024 |
By: |
/s/
Pankaj Mohan, Ph.D. |
|
Name: |
Pankaj
Mohan, Ph.D. |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Sonnet
BioTherapeutics Inc. Regains Compliance with Nasdaq
PRINCETON,
NJ / Globe Newswire / October 17, 2024 / Sonnet BioTherapeutics Holdings, Inc. (the “Company” or “Sonnet”)
(NASDAQ: SONN), a clinical-stage company developing targeted immunotherapeutic drugs, today announced that it received notice on October
16, 2024 from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company regained compliance with the bid price requirement
in Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on the Nasdaq Capital Market.
Accordingly,
in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from
October 16, 2024. If, within that one-year monitoring period, the Nasdaq Listing Qualifications staff (“Staff”) finds the
Company again out of compliance with the Bid Price Rule that was the subject of the exception, notwithstanding Rule 5810(c)(2), the Company
will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted
to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable
cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have
an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.
The Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s
securities may be at that time delisted from Nasdaq.
About
Sonnet BioTherapeutics Holdings, Inc.
Sonnet
is an oncology-focused biotechnology company with a proprietary platform for developing targeted biologic drugs with single or bifunctional
action. Known as FHAB (Fully Human Albumin Binding), the technology utilizes a fully human single chain antibody fragment
(scFv) that binds to and “hitch-hikes” on human serum albumin (HSA) for transport to target tissues. Sonnet’s FHAB
was designed to specifically target tumor and lymphatic tissue, with an improved therapeutic window for optimizing the safety and efficacy
of immune modulating biologic drugs. FHAB platform is the foundation of a modular, plug-and-play construct for potentiating
a range of large molecule therapeutic classes, including cytokines, peptides, antibodies and vaccines.
Sonnet’s
lead program, SON-1010, or IL-12-FHAB, is in development for the treatment of solid tumors and ovarian cancer. SON-1010 is
being evaluated in an ongoing Phase 1/2a study through a Material Supply Agreement with Roche in combination with atezolizumab (Tecentriq®)
for the treatment of Platinum-Resistant Ovarian Cancer (PROC). The Company is also evaluating its second program, SON-1210, an IL12-FHAB-IL15
for solid tumors, in collaboration with the Sarcoma Oncology Center to commence an investigator-initiated and funded Phase 1/2a study
for the treatment of Pancreatic Cancer.
The
Company’s SON-080 program is a low dose of rhIL-6 in development for CIPN and DPN. SON-080 demonstrated encouraging results in
a Phase 1b/2a clinical trial, being well tolerated with no evidence of a pro-inflammatory cytokine response. Sonnet is currently seeking
partnership opportunities to support a Phase 2 trial.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the
Company’s ability to maintain compliance with the rules for continued listing on the Nasdaq Capital Market, the Company’s
cash runway, the Company’s product development, clinical and regulatory timelines, market opportunity, competitive position, possible
or assumed future results of operations, business strategies, potential growth opportunities and other statements that are predictive
in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry
and markets in which we operate and management’s current beliefs and assumptions.
These
statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions and the negatives of those terms. These statements
relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may
cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the Securities
and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak
only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether
as a result of new information, future events or otherwise.
Investor
Relations Contact:
JTC
Team, LLC
Jenene
Thomas
908-824-0775
SONN@jtcir.com
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Grafico Azioni Sonnet BioTherapeutics (NASDAQ:SONN)
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Da Nov 2024 a Dic 2024
Grafico Azioni Sonnet BioTherapeutics (NASDAQ:SONN)
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Da Dic 2023 a Dic 2024