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): June 2, 2022

SONNET BIOTHERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (609) 375-2227

Not Applicable

(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 (see General Instruction A.2. below):

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 1 933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2022, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) announced that the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) was convened without a quorum. In order to conduct the business of the Annual Meeting, the Company required the presence, in person or by proxy, of a quorum consisting of a majority of the outstanding shares of common stock entitled to vote as of April 4, 2022 (the “Record Date”). At the Annual Meeting, a total of 45.68% of the outstanding shares of common stock as of the Record Date were present. Accordingly a quorum was not present at the Annual Meeting, none of the scheduled business was conducted, and pursuant to the Company’s bylaws, as amended, the Company’s stockholders approved an adjournment of the Annual Meeting to 9:00 a.m. Eastern Time on June 23, 2022, to allow additional time for stockholders to vote and obtain a quorum.

The vote results for the proposal to adjourn, the only proposal able to be acted upon due to the absence of a quorum at the Annual Meeting, were as follows:

SIGNATURES

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.