Sonnet BioTherapeutics Files 8-K with Major Corporate Events

TL;DR

Sonnet BioTherapeutics 8-K: Acquisition, delisting risk, equity sales, control changes, officer/director shifts. Big shakeup.

AI Summary

Sonnet BioTherapeutics Holdings, Inc. filed an 8-K on December 3, 2025, indicating several significant events. These include the completion of an acquisition or disposition of assets, potential delisting or failure to meet listing standards, unregistered sales of equity securities, material modifications to security holder rights, and changes in control of the registrant. The filing also notes departures or appointments of officers and directors, amendments to corporate documents, and submission of matters to a vote of security holders.

Why It Matters

This 8-K filing signals substantial changes within Sonnet BioTherapeutics, potentially impacting its stock listing, control, and shareholder rights, requiring close monitoring by investors.

Risk Assessment

Risk Level: high — The filing indicates potential delisting, changes in control, and unregistered equity sales, all of which represent significant risks to investors.

Key Players & Entities

• Sonnet BioTherapeutics Holdings, Inc. (company) — Registrant
• Chanticleer Holdings, Inc. (company) — Former Company Name
• TULVINE SYSTEMS INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SONN The Nasdaq Capital M
• $0.01 — share of common stock of HSI, par value $0.01 per share ("HSI Common Stock"), and one
• $1.25 — net Common Stock at a purchase price of $1.25 per share, pursuant to a private placem

Filing Documents

• form8-k.htm (8-K) — 89KB
• ex2-1.htm (EX-2.1) — 1484KB
• ex2-2.htm (EX-2.2) — 45KB
• ex3-1.htm (EX-3.1) — 12KB
• ex99-1.htm (EX-99.1) — 19KB
• 0001493152-25-025884.txt ( ) — 2096KB
• sonn-20251202.xsd (EX-101.SCH) — 3KB
• sonn-20251202_lab.xml (EX-101.LAB) — 33KB
• sonn-20251202_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Explanatory Note" is incorporated by reference into this Item 2.01. On the Closing Date, HSI, Sonnet and Rorschach completed the Business Combination and the other transactions contemplated by the BCA, including the Mergers, with each of Sonnet and Rorschach surviving as wholly-owned subsidiaries of HSI. Pursuant to the terms of the BCA, at the effective time of the Sonnet Merger (the "Effective Time"): (i) Each share of Sonnet's common stock, par value $0.0001 per share ("Sonnet Common Stock") issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive one-fifth of one share of common stock of HSI, par value $0.01 per share ("HSI Common Stock"), and one CVR (together, the "Per Share Merger Consideration") (ii) Each Company Vested RSU (as defined in the BCA) outstanding immediately prior to the Effective Time was canceled and converted into the right to receive the Per Share Merger Consideration; (iii) Each Company In-The-Money Warrant (as defined in the BCA) outstanding immediately prior to the Effective Time was canceled and converted into the right to receive, for each share of Sonnet Common Stock the holder of such Company In-the-Money Warrant would have received had such Company In-The-Money Warrant been exercised in full on a cashless basis immediately prior to the Effective Time, the Per Share Merger Consideration; (iv) Each Company Out-Of-The-Money Warrant (as defined in the BCA) outstanding and unexercised immediately prior to the Effective Time (a) ceased to represent a Company Out-Of-The-Money Warrant in respect of shares of Sonnet Common Stock and was assumed by HSI and automatically converted into a warrant to acquire the same number of shares of Common Stock, subject to the same terms and conditions as were applicable to the applicable Company Out-Of-The-Money Warrant immediately prior to

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Explanatory Note and under Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. In connection with the consummation of the Merger, Sonnet requested that the Nasdaq Capital Market ("Nasdaq") suspend trading of Sonnet Common Stock on Nasdaq and remove such Sonnet Common Stock from listing on Nasdaq, in each case, at the close of the market on December 2, 2025. Sonnet also requested that Nasdaq file a notification of removal from listing and deregistration of the Sonnet Common Stock on Form 25 with the SEC. After the Form 25 becomes effective, Sonnet intends to file with the SEC a Form 15 to request deregistration of the Sonnet Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and suspension of Sonnet's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in in the Explanatory Note and Item 2.01 relating to the Closing PIPE is incorporated by reference herein in its entirety. The securities issued and sold in the Closing PIPE were sold in reliance upon an exemption from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Sonnet Common Stock, nor shall there be an offer, solicitation or sale of the Sonnet Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in the Explanatory Note and under Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. At the Effective Time, each holder of Sonnet Common Stock (except as described in Item 2.01 of this Current Report on Form 8-K) prior to the Effective Time ceased to have any rights as a stockholder of Sonnet other than the right to receive the Company Merger Consideration pursuant to the BCA. The foregoing description of the BCA and the transactions contemplated thereby, including the Mergers, does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the BCA.

01

Item 5.01 Changes in Control of Registrant. The information set forth in the Explanatory Note and under Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01 . As a result of the Business Combination, a change in control of Sonnet occurred, and Sonnet is now a wholly owned subsidiary of HSI.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Explanatory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. In connection with the Business Combination and pursuant to the terms of the BCA, Donald Giffith, Nailesh Bhatt, Albert Dyrness and Lori McNeill resigned and ceased to serve as directors of Sonnet as of the Effective Time. As a result, the board of directors of Sonnet currently consists of one member, Raghu Rao, Sonnet's Chief Executive Officer. In addition, pursuant to the terms of the BCA, Donald Griffith, John K. Cini, Susan Dexter, Richard Kenney and Stephen McAndrew resigned and ceased to serve as Chief Financial Officer, Chief Scientific Officer, Chief Technical Officer, Chief Medical Officer and President and Chief Business Officer, respectively, of Sonnet as of the Effective Time.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On the Closing Date, Sonnet filed a Certificate of Amendment to Sonnet's Certificate of Incorporation, as amended (the "Certificate of Amendment"), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001. The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 2, 2025, Sonnet held its special meeting of stockholders (the "Special Meeting"). The matters voted on at the Special Meeting were the following proposals: (1) to consider and vote upon a proposal to approve the Business Combination, as defined and described in the proxy statement/prospectus (the "First Proposal"), (2) to consider and vote upon, on a non-binding advisory basis, the material differences between Sonnet's certificate of incorporation, as amended and the amended and restated certificate of incorporation of HSI, attached to the proxy statement/prospectus as Annex B, respectively, to be in effect upon consummation of the Business Combination, as described in the proxy statement (the "Second Proposal") (3) to consider and vote on a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, the issuance of shares of Sonnet Common Stock issuable (i) upon conversion of the 7,500 shares of Sonnet's Series 5 Convertible Preferred Stock issued in Sonnet's private placement in July 2025, (ii) upon exercise of warrants to purchase up to 12,000,000 shares of Sonnet Common Stock, issued in Sonnet's private placement in July 2025, (iii) upon exercise of warrants to purchase up to 865,052 shares of Sonnet Common Stock issued in Sonnet's bridge financing in June 2025 and (iv) under the Subscription Agreements (as defined in the proxy statement/prospectus), pursuant to which 243,787,992 shares of Sonnet Common Stock will be issued immediately prior to the closing of the Business Combination (the "Third Proposal"); (4) to consider and vote on a proposal to approve and adopt the 2025 Equity Incentive Plan established to be effective after the closing of the Business Combination (the "Fourth Proposal"); (5) to approve an amendment to Sonnet's certificate of incorporation, as amended, to increase the authorized shares of Common Stock from 125,000,000

01

Item 7.01 Regulation FD Disclosure. On Closing Date, Sonnet and HSI issued a joint press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1. The press release and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 2.1* Business Combination Agreement. 2.2 Amendment No. 1 to Business Combination Agreement. 3.1 Certificate of Amendment, dated December 2, 2025, to the Certificate of Incorporation, as amended. 99.1 Joint Press Release, dated December 2, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Sonnet BioTherapeutics Holdings, Inc. December 3, 2025 By: /s/ Raghu Rao Name: Raghu Rao Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR