Sonnet BioTherapeutics Announces Pricing of $30 Million Underwritten Public Offering

On August 19, 2021 Sonnet BioTherapeutics Holdings, Inc. (NASDAQ:SONN) ("Sonnet" or the "Company"), a biopharmaceutical company developing innovative targeted biologic drugs, reported the pricing of an underwritten public offering of 35,294,117 shares of common stock or common stock equivalents (which includes pre-funded warrants to purchase shares of common stock in lieu of shares of common stock) and investor warrants to purchase up to an aggregate of 35,294,117 shares of common stock (Press release, Sonnet BioTherapeutics, AUG 19, 2021, View Source [SID1234586778]). Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with one investor warrant to purchase one share of common stock at a combined offering price of $0.85, for total gross proceeds of approximately $30.0 million, before underwriting discounts and commissions and offering expenses payable by Sonnet. The investor warrants have an exercise price of $0.85 per share. The offering is expected to close on or about August 24, 2021, subject to the satisfaction or waiver of customary closing conditions.

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BTIG is acting as the sole book-running manager in connection with the offering and Chardan is acting as lead manager.

The Company has also granted the underwriters a 30-day option to purchase up to 5,294,117 additional shares of its common stock and/or investor warrants to purchase up to 5,294,117 additional shares of its common stock, in any combination thereof, at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

Sonnet anticipates using the net proceeds from the offering for research and development, including clinical trials, working capital and general corporate purposes.

The securities will be offered pursuant to a registration statement on Form S-1, as amended (File No. 333-258092), which was declared effective by the Securities and Exchange Commission (the "SEC") on August 19, 2020. 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 BTIG, LLC, Attention: Equity Capital Markets, 65 East 55th Street, New York, NY 10022, by calling (212) 593-7555 or by e-mail 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.