UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2022, the Sonnet BioTherapeutics Holdings, Inc. (the “Company”) reconvened its Annual Meeting of Stockholders (the “Annual Meeting”), which had previously been adjourned on June 2, 2022 to allow additional time for stockholders to vote and for the Company to obtain a quorum. The matters voted on at the Annual Meeting were: (1) the election of directors; (2) the approval of an amendment to the Company’s certificate of incorporation, as amended (the “Charter”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a specific ratio, ranging from two-for-one (2:1) to twenty-for-one (20:1), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors of the Company (the “Reverse Split”); (3) the approval of an amendment to the Charter to increase the Company’s authorized shares of Common Stock from 125,000,000 to 250,000,000 (the “Authorized Share Increase”); (4) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement; and (5) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2022. Based on the tabulation of votes, Proposals 2 and 3 did not receive the requisite votes to be approved. The final voting results were as follows:
1. The election of each of Pankaj Mohan, Ph.D., Nailesh Bhatt, Albert Dyrness, Donald Griffith, and Raghu Rao as directors to hold office for a term of one year, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term.
The votes were cast for this matter as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
| Pankaj Mohan, Ph.D. | 16,794,874 | 2,266,276 | 12,320,291 | |||
| Nailesh Bhatt | 16,716,973 | 2,344,177 | 12,320,291 | |||
| Albert Dryness | 15,040,068 | 4,021,082 | 12,320,291 | |||
| Donald Griffith | 16,882,310 | 2,178,840 | 12,320,291 | |||
| Raghu Rao | 16,699,633 | 2,361,517 | 12,320,291 |
2. The votes were cast as follows with respect to the proposal to approve an amendment to the Charter to effect the Reverse Split:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 26,186,874 | 4,986,845 | 207,722 | 0 |
3. The votes were cast as follows with respect to the proposal to approve an amendment to the Charter to effect the Authorized Share Increase:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 23,852,263 | 7,333,726 | 195,452 | 0 |
4. The votes were cast as follows with respect to the proposal to vote, on an advisory basis, on the compensation of the Company’s named executive officers as described in the Company’s definitive proxy statement:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 14,746,214 | 3,629,270 | 685,666 | 12,320,291 |
5. The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2022 was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 29,877,266 | 978,201 | 525,974 | 0 |
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. a Delaware corporation (Registrant) | ||
| Dated: June 23, 2022 | By: | /s/ Pankaj Mohan, Ph.D. |
| Name: | Pankaj Mohan, Ph.D. | |
| Title: | Chief Executive Officer | |