As filed with the Securities and Exchange Commission on May 17, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SONNET BIOTHERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-2932652 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
100 Overlook Center, Suite 102
Princeton, New Jersey 08540
Telephone: 609-375-2227
(Address of Principal Executive Offices) (Zip Code)
Sonnet BioTherapeutics Holdings, Inc. 2020 Omnibus Equity Incentive Plan
(Full title of the plan)
Pankaj Mohan, Ph.D.
CEO and Chairman
Sonnet BioTherapeutics Holdings, Inc.
100 Overlook Center, Suite 102
Princeton, New Jersey 08540
Tel: (609) 375-2227
(Name and address of agent for service)
Telephone Number, Including Area Code of agent for service)
Copies to:
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 262-6700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | |
Non-accelerated filer [X] | Smaller reporting company [X] | |
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 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee(2) | ||||||||||||
Common Stock, $0.0001 par value per share | 687,029 | $ | 1.58 | $ | 1,085,506 | $ | 118.43 |
(1) Covers 687,029 shares of common stock issuable under the Sonnet BioTherapeutics Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminable number of shares of common stock issuable under the 2020 Plan, as these amounts may be adjusted as a result of stock splits, stock dividends, antidilution provisions, and similar transactions.
(2) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of the high and low sales price on the Nasdaq Capital Market on May 10, 2021.
TABLE OF CONTENTS
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Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by Sonnet BioTherapeutics Holdings, Inc. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) under the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). The number of shares of Common Stock available for issuance under the 2020 Plan is subject to an automatic annual increase on January 1 of each year beginning in 2021 and ending on (and including) January 1, 2030, equal to four percent (4%) of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares of Common Stock determined by the board of directors of the Company (the “Evergreen Provision”). This Registration Statement registers an aggregate of 687,029 additional shares of Common Stock available for issuance under the 2020 Plan as a result of the Evergreen Provision.
The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 653,846 shares of Common Stock registered for issuance under the 2020 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-238542) filed on May 20, 2020. The information contained in the Company’s Registration Statement on Form S-8 (Registration No. 333-238542) is hereby incorporated by reference pursuant to General Instruction E.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company with the Securities and Exchange Commission (the “SEC”), are hereby incorporated by reference in this Registration Statement:
● | The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on December 17, 2020; | |
● | The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2020 and March 31, 2021, filed with the SEC on February 16, 2021 and May 17, 2021, respectively; | |
● | The Company’s Current Reports on Form 8-K filed with the SEC on April 3, 2020 (as amended by Form 8-K/A on June 26, 2020), May 18, 2020, February 5, 2021, March 30, 2021 and April 1, 2021 (other than any portions thereof deemed furnished and not filed); and | |
● | The description of our Common Stock contained in the prospectus, constituting part of our Registration Statement on Form S-1 (File No. 333-230857) filed with the SEC on April 15, 2019, and subsequently amended on May 28, 2019 and June 7, 2019. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Copies of these documents are not required to be filed with this Registration Statement, and nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the SEC.
For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Princeton, State of New Jersey, on this 17th day of May, 2021.
Sonnet BioTherapeutics Holdings, Inc. | ||
By: | /s/ Pankaj Mohan | |
Pankaj Mohan | ||
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pankaj Mohan and Jay Cross, and each of them, his attorney-in-fact, with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Person | Capacity | Date | ||
/s/ Pankaj Mohan | Chief Executive Officer and Chairman | |||
Pankaj Mohan | (Principal Executive Officer) | May 17, 2021 | ||
/s/ Jay Cross | Chief Financial Officer | |||
Jay Cross | (Principal Financial and Accounting Officer) | May 17, 2021 | ||
/s/ Albert Dyrness | ||||
Albert Dyrness | Director | May 17, 2021 | ||
/s/ Nailesh Bhatt | ||||
Nailesh Bhatt | Director | May 17, 2021 | ||
/s/ Raghu Rao | ||||
Raghu Rao | Director | May 17, 2021 | ||
/s/ Donald Griffith | ||||
Donald Griffith | Director | May 17, 2021 |
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* Filed herewith.
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