PROSPECTUS |
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Filed Pursuant to Rule 424(b)(4) |
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Registration No. 333-273516 |
5,150,000
Shares of Common Stock
Issuable
Upon Exercise of Outstanding Warrants
This
prospectus relates to the resale from time to time, by the selling stockholders identified in this prospectus under the caption “Selling
Stockholders,” of up to 5,150,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), they may
acquire upon the exercise of (i) outstanding warrants issued in a private placement (the “Private Warrants”) and (ii) up
to 150,000 shares of Common Stock that are issuable upon the exercise of certain warrants issued to our placement agent (the “PA
Warrants” and together with the Private Warrants, the “Warrants”). We issued the Warrants to the selling stockholders
and the placement agent in connection with a private placement concurrent with a registered direct offering of 3,660,000 shares of our
Common Stock and pre-funded warrants to purchase up to an aggregate of 1,340,000 shares of Common Stock, which was completed on June
30, 2023.
The
selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or
interests in their shares of Common Stock on any stock exchange, market or trading facility on which the shares of Common Stock are
traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at
prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See
“Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or
other disposition of the shares of Common Stock by the selling stockholders. However, we will receive the proceeds of any cash
exercise of the Warrants. See “Use of Proceeds” beginning on page 10 and “Plan of Distribution” beginning on
page 16 of this prospectus for more information.
Our
Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SONN.” On July 27, 2023, the
last reported sale price of our Common Stock as reported on Nasdaq was $0.36.
You
should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference”
and “Where You Can Find More Information,” carefully before you invest in any of our securities.
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2022, filed with the Securities and Exchange Commission, or the SEC, on December 15,
2022, and our other filings we make with the Securities and Exchange Commission from time to time, which are incorporated by reference
herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.
Neither
the SEC 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 August 9, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
All
references to the terms “Sonnet,” the “Company,” “we,” “us” or “our” in this
prospectus refer to Sonnet Biotherapeutics Holdings, Inc., a Delaware corporation, unless the context requires otherwise.
We
have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing
prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our securities,
you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may
authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that
the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free
writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances
under which the offer or solicitation is unlawful.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the full text of the actual documents,
some of which have been filed or will be filed and incorporated by reference herein. See “Information Incorporated by Reference”
and “Where You Can Find More Information” in this prospectus. We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
This
prospectus contains and incorporates by reference certain market data and industry statistics and forecasts that are based on studies
sponsored by us, independent industry publications and other publicly available information. Although we believe these sources are reliable,
estimates as they relate to projections involve numerous assumptions, are subject to risks and uncertainties, and are subject to change
based on various factors, including those discussed under “Risk Factors” in this prospectus and under similar headings in
the documents incorporated by reference herein and therein. Accordingly, investors should not place undue reliance on this information.
SUMMARY
This
summary highlights information about our company, this offering and information contained in greater detail in other parts of this prospectus
or incorporated by reference into this prospectus from our filings with the SEC listed in the section entitled “Information Incorporated
by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing
our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information
appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement
of which this prospectus is a part, and the information incorporated by reference into this prospectus in their entirety, including the
“Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus, before
purchasing our securities in this offering.
Except
as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Sonnet Holdings,” “Sonnet,”
“the Company,” “we,” “us” and “our” refer to Sonnet BioTherapeutics Holdings, Inc. and
our consolidated subsidiaries.
Corporate
Overview
Sonnet
BioTherapeutics Holdings, Inc. (“we,” “us,” “our” or the “Company”), is a clinical stage,
oncology-focused biotechnology company with a proprietary platform for innovating biologic medicines of single- or bi-specific action.
Known as FHAB™ (Fully Human Albumin Binding), the technology utilizes a fully human single chain antibody fragment that
binds to and “hitch-hikes” on human serum albumin for transport to target tissues. 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, for which we received a U.S. patent in June 2021, is a distinguishing feature of our biopharmaceutical platform that is well
suited for future drug development across a range of human disease areas, including in oncology, autoimmune, pathogenic, inflammatory,
and hematological conditions.
Recent
Development
Registered
Direct Offering and Private Placement
On
June 28, 2023, we entered into a securities purchase agreement with certain of the selling stockholders pursuant to which we agreed to
sell and issue, in (i) a registered direct offering (the “RD Offering”), an aggregate of (a) 3,660,000 shares of Common Stock
at a purchase price of $0.45 per share and accompanying Private Warrant, and (b) 1,340,000 pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to an aggregate of 1,340,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at
a purchase price of $0.4499 per Pre-Funded Warrant and accompanying Private Warrant and (ii) in a concurrent private placement (the “Private
Placement” and together with the RD Offering, the “June 2023 Offering”), Private Warrants to purchase up to 5,000,000
shares of Common Stock. The Private Warrants will be exercisable as of December 30, 2023 at an exercise price of $0.6749 per share and
will expire three and one-half years from the date of issuance. The closing of the issuance and sale of these securities was consummated
on June 30, 2023. The gross proceeds from the offering, prior to deducting offering expenses and placement agent fees and expenses payable
by us, was approximately $2.25 million.
Pursuant
to a placement agency agreement dated as of June 28, 2022, we engaged Chardan Capital Markets, LLC (“Chardan”) to act as
our exclusive placement agent in connection with the June 2023 Offering. We paid to Chardan (i) a cash fee equal to 8.0% of the aggregate
gross proceeds of the June 2023 Offering, excluding the proceeds, if any, from the exercise of the Private Warrants and (ii) a non-accountable
expense allowance of 0.5% of the aggregate gross proceeds of the June 2023 Offering, and (iii) reimbursed Chardan for certain expenses
and legal fees up to $35,000. In addition, we issued to Chardan or its designees, PA Warrants to purchase up to 150,000 shares of Common
Stock. The PA Warrants will be exercisable as of December 30, 2023 and have a term of exercise equal to three and a half years from the
date of issuance, with an exercise price of $0.6749 per share.
This
prospectus covers the resale or other disposition by the selling stockholders of the shares of Common Stock issuable upon the exercise
of the Private Warrants and the PA Warrants.
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”) (the “Merger Agreement”),
pursuant to which Merger Sub merged with and into Sonnet, with Sonnet surviving as a wholly owned subsidiary of us (the “Merger”).
Under the terms of the Merger Agreement, we issued shares of common stock to Sonnet’s stockholders at an exchange rate of 0.106572
shares for each share of Sonnet common stock outstanding immediately prior to the Merger. 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.
On
September 16, 2022, we effected a reverse stock split of its issued and outstanding common stock, par value $0.0001 per share, at a ratio
of 1-for-14 (the “2022 Reverse Stock Split”). Shares of common stock underlying outstanding stock options and other equity
instruments convertible into common stock were proportionately reduced and the respective exercise prices, if applicable, were proportionately
increased in accordance with the terms of the agreements governing such securities. No fractional shares were issued in connection with
the 2022 Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of common stock instead receive a proportional
cash payment. All of our historical share and per share information related to issued and outstanding common stock and outstanding options
and warrants exercisable for common stock included or incorporated by reference in this prospectus supplement have been adjusted, on
a retroactive basis, to reflect the 2022 Reverse Stock Split.
Our
principal executive offices are located at 100 Overlook Center, Suite 102, Princeton, New Jersey 08540, and our telephone number is (609)
375-2227. Our website 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 supplement or the accompanying
prospectus. You should not rely on any such information in making your decision whether to purchase our Common Stock.
The
Offering
This
prospectus relates to the resale or other disposition from time to time by the selling stockholders identified in this prospectus of
up to 5,150,000 shares of Common Stock issuable upon exercise of the Warrants. None of the shares of Common Stock registered hereby are
being offered for sale by us.
Shares
of Common Stock offered by the selling stockholders |
Up
to 5,150,000 shares of Common Stock issuable upon exercise of the Warrants.
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|
|
Shares
of Common Stock outstanding after this offering |
43,539,648
shares, assuming the exercise in full of the Warrants. |
|
|
Use
of proceeds |
We
will not receive any proceeds from the shares of Common Stock offered by the selling stockholders pursuant to this prospectus. However,
we will receive the proceeds of any cash exercise of the Warrants. We intend to use the net proceeds from any cash exercise of the
Warrants for working capital and general corporate purposes. Please see the section entitled see “Use of Proceeds” on
page 10 of this prospectus for a more detailed discussion. |
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National
Securities Exchange Listing
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Our
Common Stock is currently listed on Nasdaq under the symbol “SONN.” |
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Risk
Factors |
An
investment in our securities involves a high degree of risk. Please see the section entitled “Risk Factors” beginning
on page 8 of this prospectus. In addition before deciding whether to invest in our securities, you should consider carefully the
risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K
for the fiscal year ended September 30, 2022 filed with the SEC on December 15, 2022, and other filings we make with the SEC from
time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and
the information incorporated by reference herein. |
The
number of shares of Common Stock to be outstanding upon completion of this offering is based on 38,389,648 of our shares of Common Stock
outstanding as of June 30, 2023 and excludes, as of that date, the following:
| ● | 52,099
shares of Common Stock underlying unvested restricted stock units outstanding as of June
30, 2023; |
| ● | 121,366
shares of Common Stock subject to restricted stock awards granted as of June 30, 2023 but
not yet issued; |
| ● | 318,561
shares of Common Stock reserved for future issuance under the 2020 Omnibus Equity Incentive
Plan as of June 30, 2023; |
| ● | 16,068,478
shares of Common Stock issuable upon the exercise of warrants outstanding as of June 30,
2023, with a weighted average exercise price of $5.26 per share; |
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2022, filed with the SEC on December 15, 2022 and our other filings we make with the
Securities and Exchange Commission from time to time, which are incorporated by reference herein in their entirety, together with other
information in this prospectus and the information incorporated by reference herein. If any of these risks actually occurs, our business,
financial condition, results of operations or cash flow could suffer materially. In such event, the trading price of our shares of Common
Stock could decline, and you might lose all or part of your investment.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided
by the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus other than statements of historical
fact, including statements regarding our strategy, future operations, future financial position, liquidity, future revenue, projected
expenses, results of operations, expectations concerning the timing and our ability to commence and subsequently report data from planned
non-clinical studies and clinical trials, prospects, plans and objectives of management are forward-looking statements. The words “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,”
or “should,” and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s
current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected
in the forward-looking statements as a result of many factors.
We
based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe
may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives,
and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those
described in “Risk Factors” in this prospectus, and under a similar heading in any other annual, periodic or current report
incorporated by reference into this prospectus or that we may file with the SEC in the future. Moreover, we operate in a very competitive
and rapidly changing environment. New risks emerge quickly and from time to time. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the future events and trends discussed in this prospectus, may not occur and actual results could differ
materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or
publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in
their entirety by this cautionary statement.
You
should also read carefully the factors described in the “Risk Factors” section of this prospectus, and under a similar heading
in any other annual, periodic or current report incorporated by reference into this prospectus, to better understand the risks and uncertainties
inherent in our business and underlying any forward-looking statements. You are advised to consult any further disclosures we make on
related subjects in our future public filings.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of Common Stock offered by the selling stockholders under this prospectus. However, we will
receive the proceeds of any cash exercise of the Warrants. If all of the Warrants were exercised for cash, we would receive aggregate
proceeds of approximately $3.5 million. We intend to use the net proceeds from any cash exercise of the Warrants for working capital
and general corporate purposes.
This
expected use of the net proceeds from this resale represents our intentions based upon our current plans and business conditions, and
our management will retain broad discretion as to the ultimate allocation of the proceeds. We may temporarily invest funds that we do
not immediately need for these purposes in investment securities or use them to make payments on our borrowings.
SELLING
STOCKHOLDERS
This
prospectus covers the resale or other disposition by the selling stockholders identified in the table below of up to an aggregate of
5,150,000 shares of our Common Stock issuable upon the exercise of the Private Warrants and the PA Warrants.
The
selling stockholders acquired their securities in the transaction described above under the heading “Summary – Recent Developments.”
The
PA Warrants and Private Warrants held by the selling stockholders contain limitations which prevent the holder from exercising such PA
Warrants and Private Warrants if such exercise would cause the selling stockholder, together with certain related parties, to beneficially
own a number of shares of Common Stock which would exceed 4.99% and 9.99%, respectively, of our then outstanding shares of Common Stock
following such exercise, excluding for purposes of such determination, shares of Common Stock issuable upon exercise of the PA Warrants
and Private Warrants which have not been exercised.
Chardan,
a registered broker-dealer, acted as placement agent for the June 2023 Offering, for which it received cash and warrant compensation.
The
table below sets forth, as of June 30, 2023, the following information regarding the selling stockholders:
| ● | the
names of the selling stockholders; |
| ● | the
number of shares of Common Stock owned by the selling stockholders prior to this offering,
without regard to any beneficial ownership limitations contained in the Warrants; |
| ● | the
number of shares of Common Stock to be offered by the selling stockholders in this offering; |
| ● | the
number of shares of Common Stock to be owned by the selling stockholders assuming the sale
of all of the shares of Common Stock covered by this prospectus; and |
| ● | the
percentage of our issued and outstanding shares of Common Stock to be owned by the selling
stockholders assuming the sale of all of the shares of Common Stock covered by this prospectus
based on the number of shares of Common Stock issued and outstanding as of June 30, 2023. |
Except
as described above, the number of shares of Common Stock beneficially owned by the selling stockholder has been determined in accordance
with Rule 13d-3 under the Exchange Act and includes, for such purpose, shares of Common Stock that the selling stockholder has the right
to acquire within 60 days of June 30, 2023.
All
information with respect to the common stock ownership of the selling stockholder has been furnished by or on behalf of the selling stockholder.
We believe, based on information supplied by the selling stockholder, that except as may otherwise be indicated in the footnotes to the
table below, the selling stockholder has sole voting and dispositive power with respect to the shares of Common Stock reported as beneficially
owned by it. Because the selling stockholders identified in the table may sell some or all of the shares of Common Stock beneficially
owned by them and covered by this prospectus, and because there are currently no agreements, arrangements or understandings with respect
to the sale of any of the shares of Common Stock, no estimate can be given as to the number of shares of Common Stock available for resale
hereby that will be held by the selling stockholders upon termination of this offering. In addition, the selling stockholders may have
sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares
of Common Stock they beneficially own in transactions exempt from the registration requirements of the Securities Act after the date
on which they provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table,
that the selling stockholder will sell all of the shares of Common Stock owned beneficially by it that are covered by this prospectus,
but will not sell any other shares of Common Stock that they presently own. The selling stockholders have not held any position or office,
or have otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result
of the ownership of our shares of Common Stock or other securities.
| |
Shares Beneficially Owned Prior to | | |
Maximum Number of Shares Being Offered Pursuant to this | | |
Shares Beneficially Owned After this Offering | |
Name of Selling Stockholder | |
Offering | | |
Prospectus | | |
Number | | |
Percent(1) | |
Sabby Volatility Warrant Master Fund, Ltd (2) | |
| 1,200,971 | | |
| 5,000,000 | | |
| 1,200,971 | | |
| 2.8 | |
Chardan Capital Markets, LLC (3) | |
| 644,549 | | |
| 150,000 | | |
| 644,549 | | |
| 1.5 | |
| 1. | Percentage
is based on 38,389,648 shares of Common Stock outstanding as of June 30, 2023, assuming the
resale of all of the shares of Common Stock covered by this prospectus. |
| 2. | Shares
beneficially owned as of June 30, 2023 does not include shares of Common Stock underlying
the Private Warrants, which are not exercisable until December 30, 2023. Sabby Management,
LLC, in its capacity as the investment manager of Sabby Volatility Warrant Master Fund, Ltd.,
has the power to vote and the power to direct the disposition of all securities held by Sabby
Volatility Warrant Master Fund, Ltd. Hal Mintz is the Managing Member of Sabby Management,
LLC. Each of Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Mr. Mintz
disclaim beneficial ownership of these securities, except to the extent of any pecuniary
interest therein. |
| 3. | Shares
beneficially owned as of June 30, 2023 is comprised of shares of Common Stock issuable upon
the exercise of certain warrants; does not include shares of Common Stock underlying the
PA Warrants, which are not exercisable until December 30, 2023. Chardan is a registered broker-dealer
with a registered address of 17 State Street, Suite 2130, New York, NY 10004 and has sole
voting and dispositive power over the securities held. |
DESCRIPTION
OF SECURITIES
Our
authorized capital stock consists of:
| ● | 125,000,000
shares of common stock, par value $0.0001 per share; and |
| ● | 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. |
As
of close of business on June 30, 2023, 38,389,648 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 (the “Certificate of Incorporation”) and Amended
and Restated Bylaws (the “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 pay 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:
| ● | the
title and stated value; |
| ● | the
number of shares offered, the liquidation preference per share and the purchase price; |
| ● | the
dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such
dividends; |
| ● | whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends
will accumulate; |
| ● | the
procedures for any auction and remarketing, if any; |
| ● | the
provisions for a sinking fund, if any; |
| ● | the
provisions for redemption, if applicable; |
| ● | any
listing of the preferred stock on any securities exchange or market; |
| ● | 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; |
| ● | 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; |
| ● | voting
rights, if any, of the preferred stock; |
| ● | a
discussion of any material and/or special U.S. federal income tax considerations applicable
to the preferred stock; |
| ● | 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 |
| ● | 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. |
Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation and Bylaws
Our
Certificate of Incorporation and Bylaws 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:
| ● | 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; |
| ● | 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 |
| ● | 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. |
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:
| ● | 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; |
| ● | 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 |
| ● | 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. |
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.
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.
PLAN
OF DISTRIBUTION
The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling the shares
of Common Stock, or interests in the shares of Common Stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all
of their shares of Common Stock or interests in the shares of Common Stock on any stock exchange, market or trading facility on which
the shares are traded or in private transactions. The selling stockholders may sell all or a portion of the shares of Common Stock held
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, pursuant to one or more of the following methods:
| ● | on
any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale; |
| ● | in
the over-the-counter market; |
| ● | in
transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| ● | through
the writing or settlement of options or other hedging transactions, whether such options
are listed on an options exchange or otherwise; |
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | 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; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an
exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately
negotiated transactions; |
| ● | short
sales effected after the date the registration statement of which this prospectus is a part
was declared effective by the SEC; |
| ● | broker-dealers
may agree with a selling stockholder to sell a specified number of such shares at a stipulated
price per share; |
| ● | a
combination of any such methods of sale; and |
| ● | any
other method permitted pursuant to applicable law. |
The
aggregate proceeds to the selling stockholders from the sale of the shares of Common Stock offered by them will be the purchase price
of the shares of Common Stock less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of shares of Common Stock to be made directly
or through agents. We will not receive any of the proceeds from sales of shares by the selling stockholders.
The
selling stockholders may also sell shares of Common Stock under Rule 144 promulgated under the Securities Act, if available, rather than
under this prospectus. In addition, the selling stockholders may transfer the shares of Common Stock by other means not described in
this prospectus. 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 but, except as set forth in a supplement to this prospectus to the extent
required, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule
5110).
In
connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, 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 also enter into option
or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of shares of Common Stock offered by this prospectus, which
shares of Common Stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).
The
selling stockholders may pledge or grant a security interest in some or all of the shares of Common Stock owned by it 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 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
as permitted by applicable law, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, 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. In such event, 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. Selling stockholders who are deemed to be “underwriters” under the Securities
Act (if any) will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities
of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
Each
selling stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding,
directly or indirectly, with any person to engage in a distribution of the shares of Common Stock. Upon us being notified in writing
by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the distribution of shares of Common
Stock, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock
being distributed 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 re-allowed
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.
The
selling stockholders may sell all, some or none of the shares of Common Stock registered pursuant to the registration statement of which
this prospectus forms a part. If sold under the registration statement of which this prospectus forms a part, the shares of Common Stock
registered hereunder will be freely tradable in the hands of persons other than our affiliates that acquire such shares.
We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares
of Common Stock in the market and to the activities of the selling stockholder and its affiliates. In addition, to the extent applicable,
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares of Common Stock against certain liabilities, including
liabilities arising under the Securities Act.
LEGAL
MATTERS
The
validity of the shares of Common Stock offered hereby will be passed upon for us by Lowenstein Sandler LLP, New York, New York.
EXPERTS
The
consolidated financial statements of Sonnet BioTherapeutics Holdings, Inc. as of September 30, 2022 and 2021 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, 2022 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 adjustments that might result from the outcome of this uncertainty.
INFORMATION
INCORPORATED 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.
We
incorporate by reference the documents listed below that we have previously filed with the SEC:
| ● | our
Annual Report on Form 10-K for the fiscal year ended September 30, 2022 filed with the SEC
on December 15, 2022; |
| ● | our
Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2022 and March 31, 2023, filed with the SEC on February 13, 2023 and May 10, 2023, respectively; and |
| ● | Our
Current Reports on Form 8-K filed with the SEC on October 4, 2022, October 17, 2022, October 31, 2022, November 1, 2022, November 2, 2022, November 9, 2022, December 15, 2022, January 9, 2023, January 19, 2023, February 13, 2023, February 13, 2023, March 10, 2023, March 24, 2023, April 18, 2023, May 10, 2023, and June 30, 2022 (other than any portions thereof deemed
furnished and not filed); |
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
this prospectus but prior to 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. Any statement contained in a document incorporated by reference in this prospectus shall be deemed
to be modified or superseded to the extent that a statement contained herein, therein or in any other subsequently filed document that
also is incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this prospectus or the registration statement.
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
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits to the registration statement. For further information with respect to us, we refer you
to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the
information contained in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone else to provide
you with different information. You should assume that the information contained in this prospectus, or any document incorporated by
reference in this prospectus, is accurate only as of the date of those respective documents, regardless of the time of delivery of this
prospectus or any sale of our securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public from commercial document retrieval services and over the Internet at the SEC’s website at http://www.sec.gov.
We
maintain a website at www.sonnetbio.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the
SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to,
the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference into, and is not
part of, this prospectus.
5,150,000
Shares of Common Stock
PROSPECTUS
August 9,
2023
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