As
filed with the Securities and Exchange Commission on January 12, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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|
20-2932652
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(State
or other jurisdiction of
incorporation
or organization)
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|
(I.R.S.
Employer
Identification
Number)
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100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
(609)
375-2227
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Pankaj
Mohan, Ph.D.
CEO
and Chairman
Sonnet
BioTherapeutics Holdings, Inc.
100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
Tel:
(609) 375-2227
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to the agent for service, to:
Steven
M. Skolnick, Esq.
Alexander
E. Dinur, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 262-6700
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer:
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[ ]
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Accelerated
filer:
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[ ]
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Non-accelerated
filer:
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[X]
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Smaller
reporting company:
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[X]
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Emerging
growth company:
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[ ]
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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 7(a)(2)(B) of Securities Act [ ]
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be
registered(1)
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|
Amount
to
be
registered
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|
Proposed
maximum
offering
price per
share
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Proposed
maximum
aggregate
offering price
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Amount
of registration
fee
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|
Common
Stock, par value $0.0001 per share
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|
|
11,329,463
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(1)(2)
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|
$
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2.32
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(3)
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|
$
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26,284,354.16
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(3)
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$
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2,867.63
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(1)
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All
11,329,463 shares of common stock issuable upon exercise of the warrants are to be offered by certain of the selling stockholders
named herein, which warrants were issued pursuant to those certain Warrant Exercise and Omnibus Amendment Agreements,
dated as of August 3, 2020, by and among the Registrant and the investors party thereto.
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(2)
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Pursuant
to Rule 416 under the Securities Act, this registration statement covers an indeterminate number of shares that may be issued
upon stock splits, stock dividends or similar transactions.
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(3)
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Estimated
in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration
fee, based on the average of the high and low prices of shares of the registrant’s Common Stock, as reported on the
Nasdaq Capital Market on January 5, 2021, a date within five business days prior to the initial filing of this registration
statement on January 12, 2021.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement is effective.
This prospectus is not an offer to sell these securities and does not solicit an offer to buy these securities in any state or
other jurisdiction where the offer or sale is not permitted.
Subject
to completion, preliminary prospectus dated January 12, 2021
Sonnet
BioTherapeutics Holdings, Inc.
11,329,463
Shares of Common Stock
This
prospectus of Sonnet BioTherapeutics Holdings, Inc. a Delaware corporation (the “Company” or “Sonnet”),
relates solely to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders”
(the “Selling Stockholders”) of up to 11,329,463 shares of our common stock (“Common Stock”), par value
$0.0001 per share (“Common Shares”). The 11,329,463 Common Shares consist solely of Common Shares issuable upon exercise
of outstanding warrants to purchase Common Shares (the “Series C Warrants”) issued by us pursuant to those certain
Warrant Exercise and Omnibus Amendment Agreements (the “Exercise Agreements”), dated as of August 3, 2020, between
the Company and the investors party thereto (the “Investors”).
The
Series C Warrants have an exercise price of $3.19, are not exercisable until the date that is six months from the date of issuance
and expire on October 16, 2025. We are registering the resale of the Common Shares underlying the Series C Warrants (the “Warrant
Shares”) as contemplated by the Exercise Agreements.
Our
registration of the Warrant Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any
of the Warrant Shares. The Selling Stockholders may sell the Warrant Shares covered by this prospectus in a number of different
ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Stockholders,
you should refer to the section of this prospectus entitled “Plan of Distribution” on page 7 of this prospectus.
We will not receive any of the proceeds from the Warrant Shares sold by the Selling Stockholders, other than any proceeds from
any cash exercise of the Series C Warrants.
No
underwriter or other person has been engaged to facilitate the sale of the Warrant Shares in this offering. The Selling Stockholders
may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act, of
the Warrant Shares that they are offering pursuant to this prospectus. We will bear all costs, expenses and fees in connection
with the registration of the Warrant Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable
to their respective sales of the Warrant Shares.
You
should read this prospectus, any applicable prospectus supplement and any related free writing prospectus carefully before you
invest. Our common stock is listed on The NASDAQ Capital Market under the symbol “SONN”. On January 11, 2021,
the last reported sale price of our common stock on The NASDAQ Capital Market was $2.50 per share.
Investing
in our securities involves risk. You should carefully consider the risks that we have described under the section captioned “Risk
Factors” in this prospectus on page 5 before buying our Securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
Sonnet
BioTherapeutics Holdings, Inc. and its consolidated subsidiaries are referred to herein as “Sonnet,” “the Company,”
“we,” “us” and “our,” unless the context indicates otherwise.
You
may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to
provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement
do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer
or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus
or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is
correct as of any time after its date.
FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents that we incorporate by reference, contains forward-looking statements as that term is defined
in the federal securities laws. The events described in forward-looking statements contained in this prospectus, including the
documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies,
projected or anticipated benefits or other consequences of our plans or strategies, financing plans, projected or anticipated
benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of our operating
results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current
expectations, estimates and projections of management. We intend for these forward-looking statements to be covered by the safe-harbor
provisions for forward-looking statements. Words such as “may,” “expect,” “believe,” “anticipate,”
“project,” “plan,” “intend,” “estimate,” and “continue,” and their
opposites and similar expressions are intended to identify forward-looking statements. We caution you that these statements are
not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many
of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements
are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in the “Risk
Factors” section on page 5 of this prospectus, in our Annual Report on Form 10-K for the fiscal year ended September 30,
2020 or in other reports we file with the Securities and Exchange Commission.
Any
one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking
statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially
from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether from new information, future events or otherwise.
You
should rely only on the information in this prospectus. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely upon it.
PROSPECTUS
SUMMARY
The
following summary highlights some information from this prospectus. It is not complete and does not contain all of the information
that you should consider before making an investment decision. You should read this entire prospectus, including the “Risk
Factors” section on page 5 and the disclosures to which that section refers you, the financial statements and
related notes and the other more detailed information appearing elsewhere or incorporated by reference into this prospectus before
investing in any of the securities described in this prospectus.
Overview
We
are a clinical-stage biopharmaceutical company with a proprietary technology for developing novel biologic medicines we refer
to as FHAB (Fully Human Albumin Binding). FHAB utilizes a fully human single chain antibody fragment (scFv)
linked to either one or two therapeutic molecules capable of affecting single or bispecific mechanisms of action. The FHAB
construct contains a domain that is designed to bind to and “hitch hike” on human serum albumin (HSA) for transport
to targets such as solid tumors or to the lymphatic system . We designed the construct to improve drug accumulation in specific
tissues, as well as to extend the duration of activity in the body. FHAB development candidates are produced in a mammalian
cell culture, which enables glycosylation, thereby reducing the risk of immunogenicity. We believe our FHAB technology
is well suited for future drug development across a range of human disease areas, including in oncology, autoimmune, pathogenic,
inflammatory, and hematological conditions.
Our
current internal pipeline development activities are focused on cytokines, a class of cell signaling peptides that, among other
important functions, serve as potent immunomodulatory agents. Working both independently and synergistically, specific cytokines
have shown the ability to modulate the activation and maturation of immune cells that fight cancer and pathogens. However, because
they do not preferentially accumulate in specific tissues and are quickly eliminated from the body, the conventional approach
to achieving a treatment effect with cytokine therapy typically requires the administration of high and frequent doses. This can
result in a reduced treatment effect accompanied by the potential for systemic toxicity, which poses challenges to the therapeutic
application of this class of drugs.
Warrant
Exercise and Omnibus Amendment Agreements
On
August 3, 2020, we entered into the Exercise Agreements with the Investors. Pursuant to the Exercise Agreements, we agreed to
reduce the exercise price of the previously-issued Series A Warrants to purchase Common Shares (the “Series A
Warrants”) from $5.3976 to $3.19 per share, which was the at-the-market price of the Common Stock at the time of
execution under the rules of the Nasdaq Stock Market, and the Investors agreed to exercise all of their Series A Warrants
with respect to an aggregate of 3,300,066 shares of Common Stock, all of the shares of Common Stock underlying such Series A
Warrants. In addition, the Exercise Agreements also provided for the issuance to the Investors Series C Warrants to purchase
an aggregate of 11,329,463 shares of Common Stock. The Series C Warrants have an exercise price of $3.19, are not
exercisable until the date that is six months from the date of issuance and expire on October 16, 2025.
Corporate
Information
We
were organized on October 21, 1999, under the name Tulvine Systems, Inc., under the laws of the State of Delaware. On April 25,
2005, Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings, Inc., and on May 2, 2005, Tulvine Systems,
Inc. merged with, and changed its name to, Chanticleer Holdings, Inc. On April 1, 2020, we completed our business combination
with Sonnet BioTherapeutics, Inc. (“Sonnet”), in accordance with the terms of the Agreement and Plan of Merger, dated
as of October 10, 2019, as amended, by and among us, Sonnet and Biosub Inc., a wholly-owned subsidiary of the Company (“Merger
Sub”), pursuant to which Merger Sub merged with and into Sonnet, with Sonnet surviving as a wholly owned subsidiary of us
(the “Merger”). In connection with, and immediately prior to the completion of, the Merger, we effected a reverse
stock split of our common stock, at a ratio of 1-for-26. In connection with the Merger, we changed our name from “Chanticleer
Holdings, Inc.” to “Sonnet BioTherapeutics Holdings, Inc.,” and the business conducted by us became the business
conducted by Sonnet.
Our
principal offices are located at 100 Overlook Center, Suite 102, Princeton, New Jersey 08540, and our telephone number is (609)
375-2227. Our website address is www.sonnetbio.com. Our website and the information contained on, or that can be accessed through,
our website shall not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should
not rely on any such information in making your decision whether to purchase our securities.
This
Offering
We
are registering for resale by the Selling Stockholders named herein the 11,329,463 Warrant Shares as described below.
Securities
being offered:
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11,329,463
shares of our common stock issuable upon the exercise of the Series C Warrants.
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Use
of proceeds:
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We
will not receive any of the proceeds from the sale or other disposition of shares of our Common Stock by the Selling Stockholders.
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Market
for Common Stock:
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Our
Common Stock is listed on The NASDAQ Capital Market under the symbol “SONN.” On January 8, 2021, the last reported
sale price of our Common Stock on The NASDAQ Capital Market was $2.42 per share.
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Risk
factors:
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See
“Risk Factors” beginning on page 5 for risks you should consider before investing in our shares.
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RISK
FACTORS
Before
purchasing any of the securities you should carefully consider the risk factors incorporated by reference in this prospectus from
our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 and any subsequent updates described in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as the risks, uncertainties and additional information set forth
in our SEC reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference in this prospectus. For a
description of these reports and documents, and information about where you can find them, see “Additional Information”
and “Incorporation of Certain Information By Reference.” Additional risks not presently known or that we presently
consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business
and prospects.
For
more information about our SEC filings, please see “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.”
USE
OF PROCEEDS
We
will receive no proceeds from the sale of shares of Common Stock issuable upon exercise of the Series C Warrants by the Selling
Stockholders.
SELLING
STOCKHOLDERS
The
shares of Common Stock being offered by the Selling Stockholders are those issuable to the Selling Stockholders, upon exercise
of the Series C Warrants. For additional information regarding the issuances of those shares of Common Stock and the Series C
Warrants, see “Warrant Exercise and Omnibus Amendment Agreements” above. We are registering the shares of Common
Stock issuable upon exercise of the Series C Warrants in order to permit the Selling Stockholders to offer the shares for resale
from time to time. Except for the ownership of the shares of Common Stock, the Series A Warrants, the Series B Warrants and the
Series C Warrants, the Selling Stockholders have not had any material relationship with us within the past three years.
The
table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock
by each of the Selling Stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling
Stockholder as of January 8, 2021, assuming exercise of the warrants held by the Selling Stockholders on that date, without regard
to any limitations on exercises. The third column lists the shares of Common Stock being offered by this prospectus by the Selling
Stockholders.
This
prospectus covers 11,329,463 shares of Common Stock currently underlying the Series C Warrants. The fourth column assumes the
sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus, and is based on 17,175,729 shares of
Common Stock outstanding on January 8, 2020.
Under
the terms of the Series C Warrants, a Selling Stockholder may not exercise the warrants to the extent such exercise would cause
such Selling Stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed
4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination
Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does
not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan
of Distribution.”
Name of Selling Securityholder
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Number of
Shares of
Common
Stock Owned
Prior to
Offering
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Maximum
Number of
Shares of
Common
Stock to be
Sold
Pursuant to
this
Prospectus
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Number of
Shares of
Common
Stock Owned
After
Offering
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Percentage of
Shares of
Common
Stock Owned
After
Offering if
Greater than
1% (1)
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Empery Asset Master, Ltd. (2)
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228,289
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226,594
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1,695
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*
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%
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Empery Tax Efficient, LP (3)
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57,075
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56,651
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424
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*
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%
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Empery Debt Opportunity Fund, LP (4)
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5,421,743
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5,381,489
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40,254
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*
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%
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Altium Growth Fund, LP (5)
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5,664,729
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5,664,729
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-
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-
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*
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Represents
less than 1%
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(1)
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Beneficial
ownership includes shares of Common Stock as to which a person or group has sole or shared voting power or dispositive power.
Shares of Common Stock registered hereunder, as well as shares of Common Stock subject to options, warrants or convertible
preferred stock that are exercisable or convertible within 60 days of January 8, 2021, are deemed outstanding for purposes
of computing the number of shares beneficially owned and percentage ownership of the person or group holding such shares of
Common Stock, options, warrants or convertible securities, but are not deemed outstanding for computing the percentage of
any other person.
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(2)
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The
number of shares consists of 228,289 shares of Common Stock issuable upon exercise of
warrants, without giving effect to any limits on exercise. Empery Asset Management LP,
the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary
authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial
owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers
of Empery Asset Management LP, may also be deemed to have investment discretion and voting
power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial
ownership of these shares.
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(3)
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The
number of shares consists of 57,075 shares of Common Stock issuable upon exercise of
warrants, without giving effect to any limits on exercise. Empery Asset Management LP,
the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary
authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial
owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers
of Empery Asset Management LP, may also be deemed to have investment discretion and voting
power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial
ownership of these shares.
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(4)
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The
number of shares consists of 5,421,743 shares of Common Stock issuable upon exercise
of warrants, without giving effect to any limits on exercise. Empery Asset Management
LP, the authorized agent of Empery Debt Opportunity Fund, LP (“EDOF”), has
discretionary authority to vote and dispose of the shares held by EDOF and may be deemed
to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity
as investment managers of Empery Asset Management LP, may also be deemed to have investment
discretion and voting power over the shares held by EDOF. EDOF, Mr. Hoe and Mr. Lane
each disclaim any beneficial ownership of these shares.
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(5)
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The
number of shares consists of 5,664,729 shares of Common Stock issuable upon exercise of warrants, without giving effect to
any limits on exercise. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment
power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general
partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these
shares.
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PLAN
OF DISTRIBUTION
We
are registering the shares of Common Stock issued and issuable upon exercise of the Series C Warrants to permit the resale of
these shares of Common Stock by the holders of the Series C Warrants from time to time after the date of this prospectus. We will
not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock. We will bear all fees
and expenses incident to our obligation to register the shares of Common Stock.
The
Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through
underwriters or broker-dealers, the Selling Stockholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,
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on any national securities exchange or quotation
service on which the securities may
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be listed or quoted at the time of sale;
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in the over-the-counter market;
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in transactions otherwise than on these exchanges
or systems or in the over-the-counter market;
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through the writing of options, whether such
options are listed on an options exchange or otherwise;
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●
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ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers;
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●
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block trades in which the broker-dealer will
attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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●
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purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;
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an exchange distribution in accordance with
the rules of the applicable exchange;
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privately negotiated transactions;
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short sales;
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sales pursuant to Rule 144;
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broker-dealers may agree with the selling securityholders
to sell a specified number of
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such shares at a stipulated price per share;
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●
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a combination of any such methods of sale; and
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●
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any other method permitted pursuant to applicable
law.
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If
the Selling Stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the Selling Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common
Stock or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also
sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge shares of Common
Stock to broker-dealers that in turn may sell such shares. The Selling Stockholders may pledge or grant a security interest in
some or all of the Series C Warrants or shares of Common Stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant
to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act
of 1933, as amended, amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors
in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate the shares of
Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
The
Selling Stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling
Stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There
can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the
registration statement, of which this prospectus form is a part.
The
Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the Selling Stockholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of Common Stock to engage in marketmaking activities with respect to the shares of Common Stock. All of the foregoing may
affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities
with respect to the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock pursuant
to the registration rights agreement, estimated to be $60,000 in total, including, without limitation, Securities and Exchange
Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that
a Selling Stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the Selling Stockholders
against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements,
or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil
liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the
Selling Stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or
we may be entitled to contribution. Once sold under the registration statement, of which this prospectus forms a part, the shares
of Common Stock will be freely tradable in the hands of persons other than our affiliates.
DETERMINATION
OF OFFERING PRICE
The
prices at which the shares of Common Stock covered by this prospectus may actually be sold will be determined by the prevailing
public market price for shares of Common Stock, by negotiations between the Selling Stockholders and buyers of our Common Stock
in private transactions or as otherwise described in “Plan of Distribution.”
DESCRIPTION
OF CAPITAL STOCK
Our
authorized capital stock consists of:
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125,000,000
shares of common stock, par value $0.0001 per share; and
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5,000,000 shares of preferred stock, par value
$0.0001 per share, of which, as of the date of this prospectus, none of which shares have been designated.
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As
of close of business on January 8, 2020, 17,175,729 shares of Common Stock were issued and outstanding and no shares of preferred
stock were issued and outstanding.
The
additional shares of our authorized stock available for issuance may be issued at times and under circumstances so as to have
a dilutive effect on earnings per share and on the equity ownership of the holders of our Common Stock. The ability of our board
of directors to issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the stockholders
in a takeover situation but could also be used by the board to make a change-in-control more difficult, thereby denying stockholders
the potential to sell their shares at a premium and entrenching current management. The following description is a summary of
the material provisions of our capital stock. You should refer to our certificate of incorporation, as amended and bylaws, both
of which are on file with the SEC as exhibits to previous SEC filings, for additional information. The summary below is qualified
by provisions of applicable law.
Common
Stock
Holders
of our Common Stock are each entitled to cast one vote for each share held of record on all matters presented to stockholders.
Cumulative voting is not allowed; the holders of a majority of our outstanding shares of Common Stock may elect all directors.
Holders of our Common Stock are entitled to receive such dividends as may be declared by our board out of funds legally available
and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our directors
are not obligated to declare a dividend. It is not anticipated that we will pau dividends in the foreseeable future. Holders of
our do not have preemptive rights to subscribe to any additional shares we may issue in the future. There are no conversion, redemption,
sinking fund or similar provisions regarding the Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable.
The
rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of any outstanding shares
of preferred stock.
Preferred
Stock
We
are authorized to issue up to 5,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has the
authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights,
and the qualifications, limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms
of redemption, liquidation preferences and the number of shares constituting any class or series, without further vote or action
by the stockholders. Although we have no present plans to issue any other shares of preferred stock, the issuance of shares of
preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available
for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the
common stock, and could have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition
proposal. The preferred stock may provide for an adjustment of the conversion price in the event of an issuance or deemed issuance
at a price less than the applicable conversion price, subject to certain exceptions.
If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the
prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock
with the SEC. To the extent required, this description will include:
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the title and stated value;
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the number of shares offered, the liquidation
preference per share and the purchase price;
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the dividend rate(s), period(s) and/or payment
date(s), or method(s) of calculation for such dividends;
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whether dividends will be cumulative or non-cumulative
and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing,
if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption, if applicable;
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any listing of the preferred stock on any securities
exchange or market;
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whether the preferred stock will be convertible
into our common stock, and, if applicable, the conversion price (or how it will be calculated) and conversion period;
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whether the preferred stock will be exchangeable
into debt securities, and, if applicable, the exchange price (or how it will be calculated) and exchange period;
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voting rights, if any, of the preferred stock;
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a discussion of any material and/or special
U.S. federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the
preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and
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any material limitations on issuance of any
class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights
and rights upon liquidation, dissolution or winding up of our affairs.
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Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation and Bylaws
Our
Certificate of Incorporation, as amended, and Bylaws, as amended contain provisions that could have the effect of discouraging
potential acquisition proposals or tender offers or delaying or preventing a change of control. These provisions are as follows:
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they provide that special
meetings of stockholders may be called by the President, the board of directors or at the request by stockholders of record
owning at least thirty-three and one-third (33 1/3%) percent of the issued and outstanding voting shares of our common stock;
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they do not include a provision for cumulative
voting in the election of directors. Under cumulative voting, a minority stockholder holding a sufficient number of shares
may be able to ensure the election of one or more directors. The absence of cumulative voting may have the effect of limiting
the ability of minority stockholders to effect changes in our board of directors; and
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they allow us to issue, without
stockholder approval, up to 5,000,000 shares of preferred stock that could adversely affect the rights and powers of the holders
of our common stock.
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We
are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to certain
exceptions, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder unless:
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prior
to such date, the board of directors of the corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least eighty-five percent 85% of the voting stock of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors
and also officers and (2) by employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent
66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally,
for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together
with affiliates and associates, owns or, within three (3) years prior to the determination of interested stockholder status, owned
fifteen percent (15%) or more of a corporation’s outstanding voting securities.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these
additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate
corporate acquisitions or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons
friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party
attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity
of our management. In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences
of each series of preferred stock, all to the fullest extent permissible under the DGCL and subject to any limitations set forth
in our Certificate of Incorporation. The purpose of authorizing the board of directors to issue preferred stock and to determine
the rights and preferences applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific
issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possible financings, acquisitions
and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage
a third-party from acquiring, a majority of our outstanding voting stock.
Warrants
Series
C Warrants
The
Series C Warrants were issued in August 2020 at an exercise price of $3.19 per share, are exercisable on the sixth month anniversary
of the date of issuance and have a term of five years from the date of issuance. The Series C Warrants are exercisable for an
aggregate of 11,329,463 shares of Common Stock.
Pursuant
to the Series C Warrants, upon any exercise of a Series C Warrant, the holder shall have the right to receive, for each warrant
share that would have been issuable upon such exercise immediately prior to the occurrence of a Fundamental Transaction, at the
option of the holder (without regard to any limitation on the exercise of the Series C Warrant), the number of shares of Common
Stock of the successor or acquiring corporation or of Sonnet, if it is the surviving corporation, and any additional consideration
(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of
shares of Common Stock for which the Series C Warrant is exercisable immediately prior to such Fundamental Transaction (without
regard to any limitation on the exercise of the Series C Warrant). For purposes of any such exercise, the determination of the
exercise price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and Sonnet shall apportion the exercise price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
the Series C Warrant following such Fundamental Transaction. Sonnet shall cause any successor entity in a Fundamental Transaction
in which Sonnet is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of Sonnet
under the Series C Warrants, upon which the Series C Warrants shall become exercisable for shares of Common Stock, shares of the
common stock of the Successor Entity or the consideration that would have been issuable to the holders had they exercised the
Series C Warrants prior to such Fundamental Transaction, at the holders’ election.
Additionally,
at the request of a holder delivered before the 90th day after the consummation of a Fundamental Transaction, Sonnet or the successor
entity must purchase such holder’s warrant for the value calculated using the Black-Scholes option pricing model as of the
day immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction
is not publicly announced, the date the Fundamental Transaction is consummated.
The
Series C Warrants also contain a “cashless exercise” feature that allows the holders to exercise the Series C Warrants
without making a cash payment in the event that there is no effective registration statement registering the shares issuable upon
exercise of the Series C Warrants. The Series C Warrants are subject to a blocker provision which restricts the exercise of the
Series C Warrants if, as a result of such exercise, the holder, together with its affiliates and any other person whose beneficial
ownership of Common Shares would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act would
beneficially own in excess of 4.99% or 9.99% of the outstanding Common Shares (including the Common Shares issuable upon such
exercise), as such percentage ownership is determined in accordance with the terms of the Series C Warrants.
If
Sonnet fails to issue to a holder of Series C Warrants the number of Common Shares to which such holder is entitled upon such
holder’s exercise of the Series C Warrants, then Sonnet shall be obligated to pay the holder on each day while such failure
is continuing an amount equal to 1.5% of the market value of the undelivered shares determined using any trading price of the
Common Shares selected by the holder while the failure is continuing and if the holder purchases Common Shares in connection with
such failure (“Series C Buy-In Shares”), then Sonnet must, at the holder’s discretion, reimburse the holder
for the cost of such Series C Buy-In Shares or deliver the owed shares and reimburse the holder for the difference between the
price such holder paid for the Series C Buy-In Shares and the market price of such shares, measured at any time of the holder’s
choosing while the delivery failure was continuing.
Further,
in the event that Sonnet does not have sufficient authorized shares to deliver in satisfaction of an exercise of a Series C Warrant,
then unless the holder elects to void such attempted exercise, the holder may require Sonnet to pay an amount equal to the product
of (i) the number of shares that Sonnet is unable to deliver and (ii) the highest volume-weighted average price of a share of
Common Stock as quoted on Nasdaq during the period beginning on the date of such attempted exercise and ending on the date that
Sonnet makes the applicable payment.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock is Securities Transfer Corporation. The transfer agent address is Securities
Transfer Corporation, 2901 N Dallas Parkway, Suite 380, Plano, TX 75093, (469) 633-0101.
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities offered hereby will be passed upon
for us by Lowenstein Sandler LLP, New York, New York. If the validity of the securities offered hereby in connection with offerings
made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will
be named in the prospectus supplement relating to such offering.
EXPERTS
The
consolidated financial statements of Sonnet BioTherapeutics Holdings, Inc. as of September 30, 2020 and 2019 and for the years
then ended have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report
covering the September 30, 2020 consolidated financial statements contains an explanatory paragraph that states that Sonnet BioTherapeutics
Holdings, Inc. has incurred recurring losses and negative cash flows from operations since inception and will require substantial
additional financing to continue to fund its research and development activities that raise substantial doubt about its ability
to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
The
financial statements of Relief Therapeutics SA as of and for the years ended December 31, 2019 and 2018 incorporated herein have
been audited by Mazars SA, an independent public accounting firm, as stated in its report dated March 20, 2020, incorporated by
reference herein, and have been so included in reliance upon such report and upon the authority of such firm as experts in accounting
and auditing. The report on the financial statements of Relief Therapeutics SA includes an explanatory paragraph about the existence
of substantial doubt concerning its ability to continue as a going concern.
ADDITIONAL
INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we have filed with the SEC relating to the securities being offered
hereby. This prospectus does not contain all of the information in the registration statement and its exhibits. The registration
statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information
that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts
or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement
in order to review a copy of the contract or documents. The registration statement and the exhibits are available at the SEC’s
Public Reference Room or through its Website.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials
we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at its regional offices, a
list of which is available on the Internet at http://www.sec.gov/contact/addresses.htm. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically
with the SEC. Additionally, you may access our filings with the SEC through our website at http://www.sonnetbio.com. The
information on our website is not part of this prospectus.
We
will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other
documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration
statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to:
Sonnet
BioTherapeutics Holdings, Inc.
Attn:
Pankaj Mohan, Ph.D., CEO and Chairman
100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
(609)
375-2227
You
should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation
of Certain Information by Reference” below. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to
sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in
this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that
we can disclose important information to you by referring you to those documents. The information incorporated by reference is
an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus,
and information that we file later with the SEC will automatically update and supersede information contained in this prospectus
and any accompanying prospectus supplement.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
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Our Annual Report
on Form 10-K for the year ended September 30, 2020, filed with the SEC on December 17, 2020;
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our Current Reports
on April 3, 2020 (as amended by Form 8-K/A on June 26, 2020) and May 18, 2020 (other than any portions thereof deemed furnished
and not filed); and
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the description
of our Common Stock contained in the prospectus, constituting part of our Registration Statement on Form S-1 (File No. 333-230857)
filed with the SEC on April 15, 2019, and subsequently amended on May 28, 2019 and June 7, 2019.
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All
reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus
but before the termination of the offering of the securities hereunder will also be considered to be incorporated by reference
into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided,
however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated
by reference into this prospectus. We undertake to provide without charge to each person (including any beneficial owner) who
receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated
by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may
request a copy of these materials in the manner set forth under the heading “Additional Information,” above.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses payable in connection with the sale and distribution of the securities being
registered. All amounts are estimates except the Securities and Exchange Commission (“SEC”) registration fee.
SEC Registration Fee
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$
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2,867.63
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Legal Fees and Expenses
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25,000
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Accounting Fees and Expenses
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10,000
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Printing
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5,000
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*
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Miscellaneous
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2,132.37
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*
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Total
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$
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45,000
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Item
15. Indemnification of Directors and Officers
Section
145 of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation incorporated under
the laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable
cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify
any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect
of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines
such person is fairly and reasonably entitled to indemnity for such expenses.
Article
X of our certificate of incorporation, as amended, states that to the fullest extent permitted by the DGCL, a director of the
corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director.
Under
Article XI of our bylaws, any person who was or is made a party or is threatened to be made a party to or is in any way involved
in any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, including
any appeal therefrom, by reason of the fact that he is or was a director or officer of ours or was serving at our request as a
director or officer of another entity or enterprise (including any subsidiary), may be indemnified and held harmless by us, and
we may advance all expenses incurred by such person in defense of any such proceeding prior to its final determination, if this
person acted in good faith and in a manner reasonably believed to be in and not opposed to our best interest, and, with respect
to any criminal action or proceeding, the indemnified party had no reason to believe his or her conduct was unlawful. The indemnification
provided in our bylaws is not exclusive of any other rights to which those seeking indemnification may otherwise be entitled.
We
maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising
out of claims based on acts or omissions in their capacities as directors or officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item
16. Exhibits
The
Index to Exhibits listing the exhibits required by Item 601 of Regulation S-K is located on the page immediately following the
signature page to this registration statement.
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
(1)
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To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement:
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(a)
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To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933,
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(b)
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To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement,
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(c)
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To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.
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Provided,
however, that paragraphs (1)(a), (1)(b) and (1)(c) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
|
That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
|
|
|
(3)
|
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
|
(4)
|
That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
|
|
(a)
|
If the registrant
is relying on Rule 430B:
|
|
(i)
|
Each prospectus
filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and
|
|
(ii)
|
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such effective date.
|
|
(b)
|
If the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be a part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
|
(5)
|
That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant
undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
|
|
(a)
|
Any preliminary
prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
|
|
(b)
|
Any free writing
prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;
|
|
|
|
|
(c)
|
The portion of any
other free writing prospectus relating to the offering containing material information about registrant or its securities
provided by or on behalf of the registrant; and
|
|
|
|
|
(d)
|
Any other communication
that is an offer in the offering made by a registrant to the purchaser.
|
(6)
|
That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(9)
|
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the forgoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
|
INDEX
TO EXHIBITS
Exhibit
No.
|
|
Description
|
|
|
3.1
|
|
Certificate of Incorporation, as amended, of Sonnet BioTherapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
|
|
|
|
3.2
|
|
Bylaws of Chanticleer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-4/A (Registration No. 333-235301), filed with the SEC on February 7, 2020).
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 333-178307), filed with the SEC on December 2, 2011).
|
|
|
|
4.2
|
|
Form of Series C Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed with the SEC on August 4, 2020).
|
|
|
|
5.1
|
|
Legal
opinion Lowenstein Sandler LLP.*
|
|
|
|
10.1
|
|
Form of Warrant Exercise and Omnibus Amendment Agreement, dated as of August 3, 2020, by and between Sonnet BioTherapeutics Holdings, Inc. and the Holders (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 4, 2020).
|
|
|
|
23.1
|
|
Consent of KPMG, Independent Registered Public Accounting Firm.*
|
|
|
|
23.2
|
|
Consent of Mazars SA, Independent Public Accounting Firm.*
|
|
|
23.3
|
|
Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).*
|
|
|
|
24.1
|
|
Power
of Attorney (included on the signature page).*
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Princeton, New Jersey as of January 12, 2021.
|
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
|
|
|
|
|
By:
|
/s/
Pankaj Mohan
|
|
|
Pankaj Mohan, Ph.D
|
|
|
Chief Executive
Officer
|
NOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Pankaj Mohan, Ph.D and
Jay Cross, and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities,
to sign any amendments to this registration statement, and to sign any registration statement for the same offering covered by
this registration statement, including post-effective amendments or registration statements filed pursuant to Rule 462(b) under
the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming that each of said such attorneys-in-fact and agents or
his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Pankaj Mohan
|
|
President, Chief
Executive Officer and Chairman
|
|
January
12, 2021
|
Pankaj Mohan, Ph.D
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
/s/
Jay Cross
|
|
Chief Financial Officer
|
|
January
12, 2021
|
Jay Cross
|
|
(Principal Financial
and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Albert Dyrness
|
|
Director
|
|
January
12, 2021
|
Albert Dyrness
|
|
|
|
|
|
|
|
|
|
/s/
Nailesh Bhatt
|
|
Director
|
|
January
12, 2021
|
Nailesh Bhatt
|
|
|
|
|
|
|
|
|
|
/s/
Raghu Rao
|
|
Director
|
|
January
12, 2021
|
Raghu Rao
|
|
|
|
|
|
|
|
|
|
/s/
Donald Griffith
|
|
Director
|
|
January
12, 2021
|
Donald Griffith
|
|
|
|
|
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