SONNET BIOTHERAPEUTICS HOLDINGS, INC. : Notice of expungement or non-compliance with a continuing registration rule or standard; Transfer of Registration, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 3.01. Notice of deregistration or non-compliance with a rule or standard for maintaining registration; Registration transfer.

As indicated previously, the October 4, 2021, Sonnet BioTherapeutics Holdings, Inc. (the “Company” or “Sonnet”) received a letter from Rating Qualifications Department (the “staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) stating that, based on the closing bid price of the Company’s common stock, the par value $0.0001 per share (the “Common Shares”) during the preceding 30 consecutive business days, the Company has failed to comply with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Markets as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a grace period of 180 days, or until April 4, 2022 to restore compliance with the minimum bid price requirement.

On March 21, 2022, the company submitted an application to Nasdaq for an additional 180-day extension to restore compliance with the minimum bid price requirement. On April 6, 2022the Company received a letter from Nasdaq informing it that it had been granted a 180-day extension for October 3, 2022 to restore compliance with the minimum bid price requirement, pursuant to Nasdaq listing rule 5810(c)(3)(A).

The Company will continue to monitor the closing bid price of its Common Shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split. shares of its outstanding securities, to restore compliance with the minimum bid price requirement. If the Company does not return to compliance within the specified compliance period, Nasdaq will give notice that the Company’s common stock will be subject to delisting. The Company would then have the right to appeal this decision to a Nasdaq Hearing Panel. There can be no assurance that the Company will again comply with the minimum bid price requirement during this 180 day extension.

Item 8.01. Other Events.

On April 8, 2022the company announced that data from the preclinical studies of the company’s proprietary all-human albumin-binding candidates, SON-1010, SON-1210 and SON-1410, will be presented during a poster session at the American Association for Cancer Research (AACR) 2022 Annual Meeting, April 8-13in New Orleans, Louisiana.

Full data is available in the abstract titled “An Innovative Human Platform for Targeted Delivery of Bispecific Interleukins to Tumors” and the accompanying poster, the main highlights of which are as follows:

? Interleukins-12, -15 and -18 are among the most powerful anti-tumor inducers

activity in animal models and have been evaluated in numerous clinical studies.

? Sonnet’s bispecific drug candidates are built with IL-12 on the FHAB

platform (SON-1010) and include IL12-FHAB-IL15 (SON-1210) and IL18-FHAB-IL12


? A “cold” immunosuppressive B16-F10 melanoma tumor model was used to compare

the efficacy of bispecific candidates administered by a single intravenous route

(iv) dosing.

? Dosing with either construct resulted in statistically significant tumor size

reduction compared to placebo or native interleukin at a dose of 5µg: 67% for

IL12-FHAB-IL15 and 76% for IL18-FHAB-IL12.

? Optimal synergistic efficacy occurred with the bispecific IL18-FHAB-IL12.

? These studies demonstrate that beyond the powerful anti-tumor effects of IL-12

evident in monospecific IL12-FHAB, in the bispecific format IL-12 can

synergize with other cytokines to produce superior anti-tumor activity.

The summary is available in the AACR Online Meeting Planner at and on the Sonnet website at The details of the poster presentation are as follows:

Title: An Innovative Human Platform for Targeted Delivery of Bispecific
Interleukins to Tumors

Abstract Number: 4229

Session: Immunology

Presentation Type: Poster

Session date and time: Wednesday, April 13, 2022; 9:00 a.m. – 12:30 p.m.

Location: New Orleans Convention CenterDH Showrooms, Poster Section 38

Poster Board Number: 9.

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, as amended, including those relating to product development of the Company, regulatory and regulatory deadlines, market opportunities, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statements of a predictive nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s current beliefs and assumptions.

These statements can be identified by the use of forward-looking expressions, including, but not limited to, “expect”, “anticipate”, “intend”, “plan”, “believe”. , “estimate”, “potential”, “predict”. ,” “plan”, “should”, “would” and similar expressions and the negatives of these terms. These statements relate to future events or the financial performance of the Company and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.These factors include those set forth in the Company’s filings with the Security and Exchange Commission. Potential investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

If we implement a stock consolidation, the liquidity of our common stock could be adversely affected.

We will need to seek our shareholders’ approval to effect a reverse stock split of the issued and outstanding shares of our common stock to restore compliance with the Nasdaq bid price requirement. However, there can be no assurance that the share consolidation will be approved by our shareholders. In addition, there can be no assurance that the market price per new share of our common stock after the stock consolidation will remain unchanged or increase in proportion to the reduction in the number of old shares of our common stock outstanding prior to the stock consolidation. The stock liquidity of our common stock may be adversely affected by any stock consolidation given the reduced number of shares of our common stock that will be outstanding as a result of the stock consolidation, particularly if the market price of our common shares does not increase as a result of the stock consolidation. In addition, the stock consolidation may increase the number of shareholders who hold odd lots (less than 100 shares) of our common stock, creating the possibility for such shareholders to experience an increase in the cost of selling their stock and greater difficulty performing these actions. Sales.

As a result of any stock consolidation, the resulting market price of our common stock may not attract new investors and may not meet the investment requirements of such investors. Although we believe that a higher market price for our common stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a stock price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our common stock will meet the investment requirements of such investors. Accordingly, the trading liquidity of our common stock will not necessarily improve.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.                                 Exhibit

104           Cover Page Interactive Data File (embedded within the Inline XBRL

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