On November 06, 2024 Sonnet BioTherapeutics Holdings, Inc. (the "Company" or "Sonnet") (NASDAQ: SONN), a clinical-stage company developing innovative targeted immunotherapeutic drugs, reported the pricing of an underwritten public offering of 1,111,111 shares of common stock (or pre-funded warrants to purchase shares of common stock in lieu of shares of common stock) and common warrants to purchase up to an aggregate of 2,222,222 shares of common stock (Press release, Sonnet BioTherapeutics, NOV 6, 2024, View Source [SID1234647831]). Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with one common warrant at a combined offering price of $4.50, priced at-the-market under the rules of the Nasdaq Stock Market, for total gross proceeds of approximately $5.0 million, before underwriting discounts and commissions and offering expenses payable by Sonnet. Each common warrant is exercisable for two shares of common stock at an exercise price of $4.50 per share for a period of five years from the date of issuance. The offering is expected to close on or about November 7, 2024, subject to the satisfaction or waiver of customary closing conditions.

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Chardan is acting as the underwriter in connection with the offering.

Sonnet anticipates using the net proceeds from the offering for research and development, including clinical trials, working capital, the repayment of all or a portion of Sonnet’s liabilities, and general corporate purposes.

The securities will be offered pursuant to a registration statement on Form S-1, as amended (File No. 333-282850), which was declared effective by the Securities and Exchange Commission (the "SEC") on November 6, 2024. The offering is being made solely by means of a prospectus. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus and, when available, copies of the final prospectus relating to this offering can be obtained at the SEC’s website at www.sec.gov or from Chardan Capital Markets, LLC, 17 State Street, Suite 2130, New York, New York 10004, at (646) 465-9000, or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.