Current Report Filing (8-k)
October 07 2021 - 4:52PM
Edgar (US Regulatory)
0001106838
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0001106838
2021-10-04
2021-10-04
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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): October 4, 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) (Zip Code)
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
October 4, 2021, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications
Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not
currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital
Market (the “Minimum Bid Price Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price
Notice”).
The
Minimum Bid Price Notice has no immediate effect on the continued listing status of the Company’s Common Stock on the Nasdaq Capital
Market, and, therefore, the Company’s listing remains fully effective.
The
Company is provided a compliance period of 180 calendar days from the date of the Minimum Bid Price Notice, or until April 4, 2022, to
regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A) (the “Minimum Bid Price
Compliance Period”). If at any time before April 4, 2022, the closing bid price of the Company’s Common Stock closes at or
above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant
to Nasdaq Listing Rule 5810(c)(3)(G), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum
Bid Price Requirement, and the matter would be resolved. If the Company does not regain compliance during the Minimum Bid Price Compliance
Period, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company (i) meets the continued
listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, other
than the Minimum Bid Price Requirement and (ii) notifies Nasdaq of its intent to cure the deficiency.
The
Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq
requirements within the allotted compliance periods. If the Company does not regain compliance with the Minimum Bid Price Requirement
within the allotted compliance period, the Company will receive a written notification from Nasdaq that its securities are subject to
delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that
the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period
of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.
Item
8.01. Other Events.
As
previously reported, on August 19, 2021, the Company received a notice from Nasdaq advising the Company that its Market Value of Listed
Securities (“MVLS”) had 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”). On October 7, 2021, the Company received a letter from
Nasdaq indicating that the Staff had determined that, from September 15 to October 6, 2021, the Company’s MVLS had been $35,000,000
or greater. Accordingly, the Staff determined that the Company has regained compliance with the MVLS Requirement and that the matter
is now closed.
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 Minimum Bid Price Requirement and the MVLS Requirement.
The
Company intends to monitor the closing bid price of its Common Stock, and may, if appropriate, consider implementing available options
to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that we will be able to regain compliance with
the Minimum Bid Price Requirement, or maintain compliance with the Minimum Bid Price Requirement or the MVLS Requirement, even
if we implement an option that regains our compliance.
If
we fail to regain compliance with the Minimum Bid Price 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:
October 7, 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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