July 13, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Sonnet BioTherapeutics Holdings, Inc. (the “Company”) Registration Statement on Form S-3, as amended (File No. 333-237795) |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:00 p.m., Eastern Time, on July 15, 2020, or as soon as practicable thereafter.
Please call Alexander E. Dinur of Lowenstein Sandler LLP at 973-422-6732 to confirm the effectiveness of the Registration Statement or with any questions.
[Signature page follows.]
U.S. Securities and Exchange Commission
July 13, 2020
Page 2
| Very truly yours, | ||
| SONNET BIOTHERAPEUTICS HOLDINGS, INC. | ||
| By: | /s/ Jay Cross | |
| Name: | Jay Cross | |
| Title: | Chief Financial Officer | |
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