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): July 2, 2020

SONNET BIOTHERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

100 Overlook Center, Suite 102

Princeton, New Jersey 08540

(Address of principal executive offices)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Sonnet BioTherapeutics Holdings, Inc. (the “Company”), approved restricted stock unit (“RSU”) awards to certain executive officers of the Company under the Company’s 2020 Omnibus Equity Incentive Plan (the “Plan”). Each  RSU represents a right to receive one share of the Company’s common stock upon vesting, subject to the terms and conditions described below.

Pankaj Mohan, Ph.D., Chief Executive Officer, received an RSU award representing 319,866 shares of the Company’s common stock. Jay Cross, Chief Financial Officer, received an RSU award representing 78,214 shares of the Company’s common stock. John Cini, Chie Scientific Officer received an RSU award representing 78,214shares of the Company’s common stock. Each RSU award will vest as to 50% on April 2, 2021 and 50% on April 2, 2022. In the event that a grantee ceases to be in Continuous Service (as defined in the Plan), any RSUs that have not vested as of the date of cessation of service shall be forfeited.

The foregoing description of the RSU awards does not purport to be complete and is qualified in its entirety by reference to the form of RSU award agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.