UNITED STATES
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
On September 21, 2022, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) provided an update regarding its outstanding shares of preferred stock.
As previously announced, on August 15, 2022, the Company sold $2.25 million of preferred stock in a private placement. On September 15, 2022, the Company sent notice to the holders of the preferred stock of the mandatory conversion of all of the preferred stock into an aggregate of 552,282 shares of the Company’s common stock, at the conversion price of $4.074 per share. The mandatory conversion will take place on or before September 30, 2022, and thereafter there will be no shares of preferred stock outstanding. The Company also issued common stock purchase warrants on August 15, 2022, which have an exercise price of $4.074 per share, are exercisable beginning February 15, 2023 and expire August 15, 2027.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others, the conversion of the preferred stock and the other risks, uncertainties and factors detailed in the Company’s filings with the SEC, including in the Company’s Annual Report for the year ended September 30, 2021 on Form 10-K, which was filed with the SEC. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The Company is providing the information in this communication as of this date and assumes no obligations to update the information included in this communication or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Sonnet BioTherapeutics Holdings, Inc. | ||
| a Delaware corporation | ||
| (Registrant) | ||
| Date: September 21, 2022 | By: | /s/ Pankaj Mohan, Ph.D. |
| Name: | Pankaj Mohan, Ph.D. | |
| Title: | Chief Executive Officer | |