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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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging
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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 September 26, 2025, 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 five 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, on an advisory basis, the executive compensation of the Company’s named executive officers (the “Named Executive Officers”) as described in the proxy statement (3) to vote, on an advisory basis, on how frequently the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Named Executive Officers, and (4) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2025.
At the Annual Meeting, the foregoing stockholder proposals were approved, based upon an aggregate of 6,827,352 shares of Common Stock outstanding as of August 26, 2025, 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 five directors to the Board to hold office for the following year until their successors are elected were as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Raghu Rao | 1,220,258 | 325,245 | 2,152,189 | |||||||||
| Donald Griffith | 957,147 | 588,356 | 2,152,189 | |||||||||
| Nailesh Bhatt | 1,220,922 | 324,581 | 2,152,189 | |||||||||
| Albert Dyrness | 958,237 | 587,266 | 2,152,189 | |||||||||
| Lori McNeill | 1,222,090 | 323,413 | 2,152,189 | |||||||||
| 2. | The proposal to approve, on an advisory basis, the executive compensation of the Company’s Named Executive Officers as described in the proxy statement 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 | ||||||||||
| 1,209,407 | 330,412 | 5,678 | 2,152,195 | ||||||||||
| 3. | The votes cast will respect to the proposal to determine, on an advisory basis, the preferred frequency the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Named Executive Officers were as follows: |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |||||||||||||
| 1,394,436 | 60,801 | 88,271 | 1,995 | 2,152,189 | |||||||||||||
| 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, 2025 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | |||||||
| 3,181,107 | 495,000 | 21,585 | |||||||
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 29, 2025 | By: | /s/ Raghu Rao |
| Name: | Raghu Rao | |
| Title: | Interim Chief Executive Officer | |
Cover |
Sep. 26, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 26, 2025 |
| 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 |