UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 12, 2024, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were the following proposals: (1) to elect six directors to the Company’s Board of Directors (the “Board”) to hold office for the following year until their successors are elected, (2) to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Company’s ChEF Purchase Agreement with Chardan Capital Markets LLC, (3) to adopt and approve 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 at a specific ratio, ranging from one-for-two (1:2) to one-for-twelve (1:12), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company’s stockholders, and (4) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2024.
At the Annual Meeting, the foregoing stockholder proposals were approved, based upon an aggregate of 5,202,505 shares of Common Stock outstanding as of August 9, 2024, which was the record date for the Annual Meeting. The final voting results were as follows:
| 1. | The votes cast with respect to the proposal to elect six directors to the Board to hold office for the following year until their successors are elected were as follows: |
| For | Withheld | Broker Non-Votes | ||||
| Pankaj Mohan, Ph.D. | 2,110,969 | 79,445 | 1,032,401 | |||
| Nailesh Bhatt | 2,117,311 | 73,102 | 1,032,402 | |||
| Albert Dyrness | 2,117,794 | 72,619 | 1,032,402 | |||
| Donald Griffith | 2,116,959 | 73,454 | 1,032,402 | |||
| Raghu Rao | 2,105,009 | 85,404 | 1,032,402 | |||
| Lori McNeill | 2,129,372 | 61,043 | 1,032,400 |
| 2. | The proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding Common Stock pursuant to the Company’s ChEF Purchase Agreement with Chardan Capital Markets LLC was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,875,768 | 308,740 | 8,784 | 1,029,523 |
| 3. | 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-twelve (1:12), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,711,178 | 484,719 | 26,917 | 1 |
| 4. | The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2024 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,146,034 | 68,722 | 8,059 | 0 |
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 12, 2024 | By: | /s/ Pankaj Mohan, Ph.D. |
| Name: | Pankaj Mohan, Ph.D. | |
| Title: | Chief Executive Officer | |
Cover |
Sep. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 12, 2024 |
| Entity File Number | 001-35570 |
| Entity Registrant Name | Sonnet BioTherapeutics Holdings, Inc. |
| Entity Central Index Key | 0001106838 |
| Entity Tax Identification Number | 20-2932652 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 100 Overlook Center |
| Entity Address, Address Line Two | Suite 102 |
| Entity Address, City or Town | Princeton |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08540 |
| City Area Code | (609) |
| Local Phone Number | 375-2227 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | SONN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |