Amended Current Report Filing (8-k/a)
June 26 2020 - 5:25PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
AMENDMENT
NO 1.
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 1, 2020
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35570
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20-2932652
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (609) 375-2227
(Former
name or former address, if changed since last report.)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 Par Value
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SONN
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The
Nasdaq Stock Market LLC
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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
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
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. [ ]
EXPLANATORY
NOTE
This Amendment No. 1 to Form 8-K (“Form
8-K/A”) amends the Current Report on Form 8-K filed by Sonnet BioTherapeutics Holdings, Inc. (the “Company”),
with the Securities and Exchange Commission (“SEC”) on April 3, 2020 (the “Original Filing”). This Form
8-K/A is being filed solely for the purposes of (i) filing revised unaudited pro forma condensed consolidated financial statements
for the year ended December 31, 2019 of the Company, and the notes related thereto, updated in order to make certain changes in
presentation in response to comments from the SEC staff and (ii) re-filing Relief Therapeutics SA audited financial statements
for the years ended December 31, 2019, and the notes related thereto, in order to include a revised audit report of Mazars SA.
This Form 8-K/A does not change any of the other information contained in the Original Filing except as specifically set forth
herein. This Form 8-K/A continues to speak as of the date of the Original Filing and we have not updated or amended any disclosures,
except as specifically set forth herein, contained in the Original Filing to reflect events that have occurred since the date
of the Original Filing.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
Relief Therapeutics SA audited financial
statements for the years ended December 31, 2019, and the notes related thereto, filed herewith and attached hereto as Exhibit
99.1, are incorporated herein by reference.
(b)
Pro Forma Financial Information
The
Company’s unaudited pro forma condensed consolidated financial statements for the year ended December 31, 2019 and the notes
related thereto, filed herewith and attached hereto as Exhibit 99.2, are incorporated herein by reference.
(d)
Exhibits.
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.
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Sonnet
BioTherapeutics Holdings, Inc.
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a
Delaware corporation
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(Registrant)
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Date:
June 26, 2020
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By:
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/s/
Pankaj Mohan, Ph.D.
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Name:
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Pankaj
Mohan, Ph.D.
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Title:
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Chief
Executive Officer
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