UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 15, 2022, Sonnet BioTherapeutics Holdings, Inc. (the “Company” or “Sonnet”) held a special meeting of stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were the following proposals: (1) the adoption and approval of an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”)to effect a reverse stock split of the Company’s issued and outstanding shares of common stock (the “Common Stock”) at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Company’s Board of Directors (the “Board”) without further approval or authorization of the Company’s stockholders and (2) the approval of the adjournment of the Special Meeting to the extent there are insufficient proxies at the Special Meeting to approve the foregoing proposal.
At the Special Meeting, both of the foregoing stockholder proposals were approved, based upon an aggregate of 60,587,905 shares of Common Stock, 22,275 shares of Series 3 Preferred Stock and 225 shares of Series 4 Preferred Stock outstanding as of August 17, 2022, which was the record date for the Special Meeting. The final voting results were as follows:
| 1. | The proposal to adopt and approve an amendment to the Charter to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-forty (1:40), at any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board was approved by a majority of the voting power of the outstanding shares of Common Stock, Series 3 Preferred Stock and Series 4 Preferred Stock entitled to vote on the proposal, based upon the following votes: |
| Votes For | Votes Against | Abstentions | |||||||
| 43,842,150,456 | 12,066,279,428 | 376,243,562 | |||||||
| 2. | The proposal to approve the adjournment of the Special Meeting to the extent that there are insufficient proxies at the Special Meeting to approve the foregoing proposal was approved by a majority of votes cast, based upon the following votes: |
| Votes For | Votes Against | Abstentions | |||||||
| 19,458,080 | 7,186,656 | 374,070 | |||||||
| Item 7.01 | Regulation FD Disclosure. |
On September 16, 2022, the Company issued a press release announcing a reverse stock split, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 16, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Sonnet BioTherapeutics Holdings, Inc. | ||
| September 16, 2022 | By: | /s/ Pankaj Mohan, Ph.D. |
| Name: | Pankaj Mohan, Ph.D. | |
| Title: | Chief Executive Officer | |