UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Sonnet BioTherapeutics Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

83548R105

(CUSIP Number)

December 31, 2020

(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)

x 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 disclosures provided in a prior cover page.

The information required on 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 be subject to all other provisions of the Act (however, see the Notes).

Item 1(a). Name of Issuer:

The name of the issuer is Sonnet BioTherapeutics Holdings, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

The Issuer’s principal executive offices are located at 100 Overlook Center, Suite 102, Princeton, New Jersey 08540.

Item 2(a). Names of Persons Filing:

This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Person,” with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Issuer:

Arena Funds

(i) Arena Originating Co., LLC, to which the Investment Manager (as defined below) serves as investment manager (the “Originating Fund”).

(ii) Arena Special Opportunities Fund, LP, to which the Investment Manager serves as investment manager (the “Opportunities Fund” and collectively with the Originating Fund, the “Arena Funds”).

Investment Manager

(iii) Arena Investors, LP (the “Investment Manager”).

Reporting Entities

(iv) Westaim Origination Holdings, Inc., who serves as the managing member of Originating Fund (the “Managing Member”);

(v) Arena Investors GP, LLC, who serves as the general partner for the Investment Manager (the “Manager General Partner”); and

(vi) Arena Special Opportunities Fund (Onshore) GP, LLC, who serves as the general partner for the Opportunities Fund (the “General Partner” and together with the Arena Funds, the Managing Member, the Investment Manager, and the Manager General Partner, the “Reporting Entities”).

The Investment Manager, is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, the Arena Funds. The Manager General Partner is the general partner of, and may be deemed to beneficially own securities owned by, the Investment Manager. The General Partner is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Opportunities Fund. The Managing Member is the managing member of, and may be deemed to indirectly beneficially own securities owned by, the Originating Fund.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is 405 Lexington Avenue, 59^th Floor, New York, New York 10174.

Item 2(c). Citizenship:

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d). Title of Class of Securities:

Common stock, par value $0.0001 per share (the “Common Stock”).

Item 2(e). CUSIP Number:

83548R105

Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4. Ownership.

The information as of the date of the event which requires filing of this statement, which information remains accurate as of the date of filing of this Schedule 13G/A, required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The Investment Manager, is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, the Arena Funds. The Manager General Partner, is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Investment Manager. The General Partner is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Opportunities Fund. The Managing Member is the managing member of, and may be deemed to indirectly beneficially own securities owned by, the Originating Fund. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement 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 ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

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.

Date: February 16, 2021