SONN Sonnet BioTherapeutics Holdings Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Mohan Pankaj	2. Issuer Name and Ticker or Trading Symbol Sonnet BioTherapeutics Holdings, Inc. [ SONN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman, President and CEO
(Last)          (First)          (Middle) 100 OVERLOOK CENTER, SUITE 102	3. Date of Earliest Transaction (MM/DD/YYYY) 4/1/2020
(Street) PRINCETON, NJ 08540 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 4/3/2020	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	4/1/2020		A		930705	A	(1)	930705	I	By Mohan Family Office (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	As reported on a Form 4 filed on April 3, 2020 (the "Original Form"), shares of common stock of Sonnet BioTherapeutics, Inc. ("Sonnet Sub") were converted into shares of the Issuer's common stock pursuant to the Agreement and Plan of Merger, dated as of October 10, 2019, as amended, by and among the Issuer, Sonnet Sub and Biosub Inc. (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Sonnet Sub common stock was exchanged for approximately 0.106572 shares of the Issuer's common stock. This amendment is being filed in order to correct (1) that the Original Form did not have the box for "10% Owner" in Box 5 checked, although the Reporting Person is required to check that box, and (2) the number of shares of the Issuer's common stock that were issued pursuant to the Merger Agreement in exchange for the shares of Sonnet Sub common stock previously held by the Mohan Family Office.
(2)	Reporting Person jointly exercises dispositive and voting power over the securities owned by the Mohan Family Office.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mohan Pankaj 100 OVERLOOK CENTER, SUITE 102 PRINCETON, NJ 08540	X	X	Chairman, President and CEO

Signatures
/s/ John Harry Cross III, power of attorney		6/5/2020
**Signature of Reporting Person		Date