Current Report Filing (8-k)
August 14 2020 - 8:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 14, 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
N/A
(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. [ ]
Item
2.02. Results of Operations and Financial Condition.
On
August 14, 2020, Sonnet BioTherapeutics Holdings, Inc. (the “Registrant”) issued a press release regarding financial
results for the fiscal quarter ended June 30, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated
by reference herein.
Forward-Looking
Statements
This
report, including Exhibit 99.1 furnished herewith, contains forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,”
“plan,” “expect,” “anticipate,” “estimate” and similar words, and the opposites
of such words, although some forward-looking statements are expressed differently. Forward-looking statements involve known and
unknown risks and uncertainties that exist in the Registrant’s operations and business environment, which may be beyond
the Registrant’s control, and which may cause actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than
statements of historical fact are statements that could be forward- looking statements. For example, forward-looking statements
include, without limitation: statements regarding the Registrant’s product development, clinical and regulatory timelines,
market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth
opportunities and other statements that are predictive in nature. The risks and uncertainties referred to above include, but are
not limited to, risks detailed from time to time in the Registrant’s filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission
on March 19, 2020, as amended on April 22, 2020 and the proxy statement/prospectus/information statement filed with the Securities
and Exchange Commission on February 11, 2020 under Rule 424 of the Securities Act of 1933, as amended. These risks could cause
actual results to differ materially from those expressed in any forward- looking statements made by, or on behalf of, the Registrant.
Forward-looking statements represent the judgment of management of the Registrant regarding future events. Although the Registrant
believes that the expectations reflected in such forward-looking statements are reasonable at the time that they are made, the
Registrant can give no assurance that such expectations will prove to be correct. Unless otherwise required by applicable law,
the Registrant assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so,
whether as a result of new information, future events or otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
As
described above, the following exhibits are furnished as part of this report:
Exhibit
99.1 — Press release, dated August 14, 2020.
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:
August 14, 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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