FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dyrness Albert D.
   2. Issuer Name and Ticker or Trading Symbol
Sonnet BioTherapeutics Holdings, Inc. [SONN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
100 OVERLOOK CENTER, SUITE 102		 3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020
(Street)

PRINCETON,, NJ 08540		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2020   A   2,557 A (1) 2,557 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock $ 29.32 04/01/2020   A   1,279   04/01/2020 12/03/2022 Common Stock 1,279 (2) 1,279 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dyrness Albert D.
100 OVERLOOK CENTER, SUITE 102
PRINCETON,, NJ 08540		   X      

Signatures

 /s/ John Harry Cross III, power of attorney   04/03/2020
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares of common stock of the corporation known as Sonnet BioTherapeutics, Inc. ("Sonnet Sub") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 10, 2019, as amended, by and among the Issuer, Sonnet Sub and Biosub Inc., a Delaware corporation (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Sonnet Sub common stock was exchanged for approximately 0.106572 shares of the Issuer's common stock, subject to adjustment for any reverse stock split. Prior to the merger, the Issuer effected a reverse stock split at a ratio of one new share for every 26 shares of Issuer common stock outstanding and the Issuer changed its name to Sonnet BioTherapeutics Holdings, Inc. All share numbers reflect the reverse stock split.
(2) Prior to the merger, Reporting Person held warrants to purchase 12,000 shares of the common stock of Sonnet Sub at an exercise price of $3.125 per share. Pursuant to the Merger Agreement, these warrants were converted into warrants to purchase 1,279 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $29.32 per share (as adjusted for the stock split).

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