Current Report Filing (8-k)
August 19 2021 - 2:11PM
Edgar (US Regulatory)
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2021-08-19
2021-08-19
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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 19, 2021
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 19, 2021, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) received notice (the “Notice”) from The
Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that for the last 30 consecutive business days preceding the date
of the Notice, the Company’s Market Value of Listed Securities (“MVLS”) has been below the minimum of $35,000,000 required
for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).
The
Notice has no immediate effect on the listing of the Company’s common stock and the Company’s common stock continues to trade
on The Nasdaq Capital Market under the symbol “SONN.”
Under
Nasdaq Listing Rule 5810(c)(3)(C), the Company has until February 15, 2022 (the date that is 180 calendar days following the date of
the Notice) to regain compliance with the MVLS Requirement (the “Compliance Period”). To regain compliance, the MVLS must
close at $35,000,000 or more for a minimum of 10 consecutive business days during the Compliance Period.
If
the Company does not regain compliance with the MVLS Requirement by the end of the Compliance Period, the Company will receive a written
notification from Nasdaq that its securities are subject to delisting. At that time, the Company may appeal the delisting determination
to a Hearings Panel.
The
Company intends to monitor its MVLS and may, if appropriate, consider implementing available options to regain compliance with the MVLS
Requirement.
We
are not currently in compliance with the continued listing requirements for the Nasdaq Capital Market. If we do not regain compliance
and continue to meet the continued listing requirements, our common stock may be delisted from the Nasdaq Capital Market, which could
affect the market price and liquidity for our common stock and reduce our ability to raise additional capital.
Our
common stock is listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial and other requirements
including, without limitation, the MVLS Requirement.
The
Company intends to monitor its MVLS and may, if appropriate, consider implementing available options to regain compliance with the MVLS
Requirement. There can be no assurance that we will be able to regain compliance with the MVLS Requirement, or maintain compliance even
if we implement an option that regains our compliance.
If
we fail to regain compliance with the MVLS Requirement or to meet the other applicable continued listing requirements for the Nasdaq
Capital Market in the future and Nasdaq determines to delist our common stock, the delisting could adversely affect the market price
and liquidity of our common stock and reduce our ability to raise additional capital. In addition, if our common stock is delisted from
Nasdaq and the trading price remains below $5.00 per share, trading in our common stock might also become subject to the requirements
of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any
trade involving a stock defined as a “penny stock” (generally, any equity security not listed on a national securities exchange
or quoted on Nasdaq that has a market price of less than $5.00 per share, subject to certain exceptions).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Exhibit
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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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 19, 2021
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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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Sonnet BioTherapeutics (NASDAQ:SONN)
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