Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 83548R105
|
13G
|
Page 2 of 10 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Origination Co., LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 83548R105
|
13G
|
Page 3 of 10 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Fund, LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
CUSIP No. 83548R105
|
13G
|
Page 4 of 10 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westaim Origination Holdings, Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 83548R105
|
13G
|
Page 5 of 10 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Special Opportunities Fund (Onshore) GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 83548R105
|
13G
|
Page 6 of 10 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Investors, LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IA, PN
|
CUSIP No. 83548R105
|
13G
|
Page 7 of 10 Pages
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arena Investors GP, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
CUSIP No. 83548R105
|
13G
|
Page 8 of 10 Pages
|
Item 1(a). Name of Issuer:
The name of the issuer is Sonnet BioTherapeutics
Holdings, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s
Principal Executive Offices:
The Issuer’s principal executive
offices are located at 100 Overlook Center, Suite 102, Princeton, New Jersey 08540.
Item 2(a). Names of Persons Filing:
This statement is filed by the entities
and persons listed below, who are collectively referred to herein as “Reporting Person,” with respect to the shares
of Common Stock (as defined in Item 2(d) below) of the Issuer:
Arena Funds
(i) Arena Originating Co., LLC, to which
the Investment Manager (as defined below) serves as investment manager (the “Originating Fund”).
(ii) Arena Special Opportunities Fund,
LP, to which the Investment Manager serves as investment manager (the “Opportunities Fund” and collectively with the
Originating Fund, the “Arena Funds”).
Investment Manager
(iii) Arena Investors, LP (the “Investment
Manager”).
Reporting Entities
(iv) Westaim Origination Holdings, Inc.,
who serves as the managing member of Originating Fund (the “Managing Member”);
(v) Arena Investors GP, LLC, who serves
as the general partner for the Investment Manager (the “Manager General Partner”); and
(vi) Arena Special Opportunities Fund (Onshore)
GP, LLC, who serves as the general partner for the Opportunities Fund (the “General Partner” and together with the
Arena Funds, the Managing Member, the Investment Manager, and the Manager General Partner, the “Reporting Entities”).
The Investment Manager, is the investment
manager of, and may be deemed to indirectly beneficially own securities owned by, the Arena Funds. The
Manager General Partner is the general partner of, and may be deemed to beneficially own securities owned by, the Investment Manager.
The General Partner is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the
Opportunities Fund. The Managing Member is the managing member of, and may be deemed to indirectly beneficially own securities
owned by, the Originating Fund.
Item 2(b). Address of Principal Business
Office or, if none, Residence:
The principal business address of each
of the Reporting Persons is 405 Lexington Avenue, 59th Floor, New York, New York 10174.
Item 2(c). Citizenship:
Citizenship
is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d). Title of Class of Securities:
Common stock, par value $0.0001 per share
(the “Common Stock”).
Item 2(e). CUSIP Number:
83548R105
CUSIP No. 15930P404
|
13G
|
Page 9 of 10 Pages
|
Item 3. If This Statement is Filed Pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
The information as of the date of the event
which requires filing of this statement, which information remains accurate as of the date of filing of this Schedule 13G/A, required
by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
The Investment Manager, is the investment
manager of, and may be deemed to indirectly beneficially own securities owned by, the Arena Funds. The Manager General Partner,
is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Investment Manager. The General
Partner is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Opportunities Fund.
The Managing Member is the managing member of, and may be deemed to indirectly beneficially own securities owned by, the Originating
Fund. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities
covered by this statement.
Item 5. Ownership of Five Percent or
Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☒.
Item 6. Ownership of More than Five
Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification
of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP No. 83548R105
|
13G
|
Page 10 of 10 Pages
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
|
ARENA ORIGINATING CO., LLC
|
|
By: Westaim Origination Holdings, Inc., its Managing Member
|
|
|
|
/s/ Lawrence Cutler
|
|
Name: Lawrence Cutler
|
|
Title: Authorized Signatory
|
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND LP
|
|
By: Arena Special Opportunities Fund (Onshore) GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name: Lawrence Cutler
|
|
Title: Authorized Signatory
|
|
|
|
ARENA INVESTORS LP
|
|
By: Arena Investors GP, LLC, its General Partner
|
|
|
|
/s/ Lawrence Cutler
|
|
Name: Lawrence Cutler
|
|
Title: Authorized Signatory
|
|
|
|
WESTAIM ORIGINATION HOLDINGS, INC.
|
|
|
|
/s/ Lawrence Cutler
|
|
Name: Lawrence Cutler
|
|
Title: Authorized Signatory
|
|
|
|
ARENA SPECIAL OPPORTUNITIES FUND (ONSHORE) GP, LLC
|
|
|
|
/s/ Lawrence Cutler
|
|
Name: Lawrence Cutler
|
|
Title: Authorized Signatory
|
|
|
|
ARENA INVESTORS GP, LLC
|
|
|
|
/s/ Lawrence Cutler
|
|
Name: Lawrence Cutler
|
|
Title: Authorized Signatory
|