As
filed with the Securities and Exchange Commission on August 16, 2021
Registration
No. 333-258092
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
AMENDMENT NO. 2
TO
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SONNET
BIOTHERAPEUTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation or organization)
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2834
(Primary
Standard Industrial
Classification
Code Number)
|
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20-2932652
(I.R.S.
Employer
Identification
No.)
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100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
Telephone:
609-375-2227
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Pankaj
Mohan, Ph.D.
CEO
and Chairman
Sonnet
BioTherapeutics Holdings, Inc.
100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
Tel:
(609) 375-2227
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please
send copies of all communications to:
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Steven
M. Skolnick, Esq.
Alexander
E. Dinur, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 262-6700
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Michael
D. Maline, Esq.
Anna
K. Spence, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Telephone: (212) 335-4500
|
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
|
|
Emerging
growth company [ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
Title of each class of Securities to be Registered
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Proposed Maximum
Aggregate Offering
Price (1)
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Amount of
Registration Fee(6)
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Common stock, par value $0.0001 per share (2)(3)(4)
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$
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34,500,000
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$
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3,763.95
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Pre-funded warrants to purchase shares of common stock and common stock issuable upon exercise thereof (2)(3)(4)
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30,000,000
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-
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Common warrants to purchase shares of common stock and
common stock issuable upon exercise thereof(3)
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|
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34,500,000
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|
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3,763.95
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Underwriter warrants to purchase shares of common stock and common stock issuable upon exercise thereof(3)(5)
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750,000
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81.83
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Total
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$
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69,750,000
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$
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7,609.73
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(1)
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Estimated
solely for the purpose of calculating the amount of the registration fee in accordance with
Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
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(2)
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Includes
the offering price of the shares of common stock (or, if applicable, pre-funded warrants).
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(3)
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Includes
the aggregate offering price of the additional securities that the underwriters have
the option to purchase. Pursuant to Rule 416 under the Securities Act, the securities being
registered hereunder include such indeterminate number of additional securities as may be
issuable to prevent dilution resulting from stock splits, dividends or similar transactions.
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(4)
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The
proposed maximum aggregate offering price of the common stock proposed to be sold in the
offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price
of the pre-funded warrants offered and sold in the offering (plus the aggregate exercise
price of the common stock issuable upon exercise of the pre-funded warrants), and as such
the proposed aggregate maximum offering price of the common stock and pre-funded warrants
(including the common stock issuable upon exercise of the pre-funded warrants), if any, is
$34,500,000 (including the underwriters’ option to purchase additional shares
of common stock).
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(5)
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Represents
warrants to purchase a number of shares of common stock equal to 2.0% of the number of shares
of common stock sold in this offering (including the number of shares of common stock underlying
the pre-funded warrants, but excluding the underwriters’ option to purchase additional
shares of common stock) at an exercise price equal to % of the offering price per share of
common stock.
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(6)
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$3,845.78
of the filing fee was previously paid.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED AUGUST 16, 2021
PROSPECTUS
Up
to 29,702,970 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 29,702,970
Shares of Common Stock
Common Warrants to Purchase
up to 29,702,970 Shares of Common Stock
Shares of Common Stock underlying
the Pre-Funded Warrants and Common Warrants
We are offering up to 29,702,970 shares of
our common stock and common warrants to purchase an aggregate of 29,702,970 shares of our common stock (and the shares of common stock
that are issuable from time to time upon exercise of the common warrants). We are also offering to certain purchasers whose purchase
of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately
following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants to purchase
shares of our common stock, in lieu of shares of common stock that would otherwise result in such purchaser’s beneficial ownership
exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock. Each pre-funded warrant will be exercisable
for one share of our common stock. The purchase price of each pre-funded warrant and accompanying common warrant will be equal
to the price at which a share of common stock and accompanying common warrant are sold to the public in this offering, minus $0.0001,
and the exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants will be immediately exercisable
and may be exercised at any time until all of the pre-funded warrants are exercised in full. This offering also relates to the shares
of common stock issuable upon exercise of any pre-funded warrants sold in this offering. Each share of common stock and pre-funded
warrant is being sold together with a common warrant to purchase one share of our common stock at an exercise price of $ per share (representing
100% of the price at which a share of common stock and accompanying common warrant are sold to the public in this offering). The common
warrants will be exercisable immediately and will expire five years from the date of issuance. For each pre-funded warrant we sell,
the number of shares of common stock we are offering will be decreased on a one-for-one basis. Because we will issue a common warrant
for each share of our common stock and for each pre-funded warrant to purchase one share of our common stock sold in this offering, the
number of common warrants sold in this offering will not change as a result of a change in the mix of the shares of our common stock
and pre-funded warrants sold. The shares of common stock and pre-funded warrants, and the accompanying common warrants, can only be purchased
together in this offering but will be issued separately and will be immediately separable upon issuance.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “SONN.” On August 12, 2021, the last reported
sale price of our common stock on The Nasdaq Capital Market was $1.01 per share.
The public offering price per share of common stock
and accompanying common warrant and any pre-funded warrant and accompanying common warrant, as the case may be, will be
determined by us at the time of pricing, may be at a discount to the current market price, and the recent market price used throughout
this prospectus may not be indicative of the final offering price. There is no established public trading market for the pre-funded warrants
or common warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the pre-funded
warrants or common warrants on any national securities exchange. Without an active trading market, the liquidity of the pre-funded
warrants and common warrants will be limited.
You
should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference”
and “Where You Can Find More Information,” carefully before you invest in any of our securities.
Investing
in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 8 of this prospectus
and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection
with an investment in our securities.
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Per Share
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Per Pre-Funded Warrant
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Per Common Warrant
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Total
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Public offering price
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$
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$
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$
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$
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Underwriting discounts and commissions (1)
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$
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$
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$
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$
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Proceeds to us, before expenses
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$
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$
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$
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$
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(1)
See “Underwriting” for additional information regarding underwriting compensation.
We have granted the underwriters an option for a
period of 30 days from the date of this prospectus to purchase up to an additional shares
of common stock and/or additional common warrants to purchase up to shares
of common stock from us, in any combination thereof, at the public offering price per share and public offering price per warrant,
respectively, less the underwriting discounts and commissions.
The
delivery of the shares of common stock and any pre-funded warrants and common warrants to purchasers is expected to be made on
or about , 2021.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Sole
Book-Running Manager
BTIG
Lead Manager
Chardan
The
date of this prospectus is , 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
We
incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without
charge by following the instructions under “Where You Can Find More Information.” You should carefully read this prospectus
as well as additional information described under “Information Incorporated by Reference,” before deciding to invest in our
securities.
Neither
we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained
or incorporated by reference in this prospectus filed with the Securities and Exchange Commission (the “SEC”). We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The underwriters
are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information
contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate only as of the date of those
respective documents, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition,
results of operations and prospects may have changed since that date.
The
information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating
to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and
research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications,
studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal
company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions
have been verified by any independent source.
For
investors outside the United States (“U.S.”): We and the underwriters have not done anything that would permit this
offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other
than in the U.S. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions
relating to, the offering of the securities and the distribution of this prospectus outside of the U.S.
CAUTIONARY
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided
by the Private Securities Litigation Reform Act of 1995. All statements contained in this prospectus other than statements of historical
fact, including statements regarding our strategy, future operations, future financial position, liquidity, future revenue, projected
expenses, results of operations, expectations concerning the timing and our ability to commence and subsequently report data from planned
non-clinical studies and clinical trials, prospects, plans and objectives of management are forward-looking statements. The words “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“plan,” “expect,” “predict,” “potential,” “opportunity,” “goals,”
or “should,” and similar expressions are intended to identify forward-looking statements. Such statements are based on management’s
current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected
in the forward-looking statements as a result of many factors.
We
based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe
may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives,
and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those
described in “Risk Factors” in this prospectus, and under a similar heading in any other annual, periodic or current report
incorporated by reference into this prospectus or that we may file with the SEC in the future. Moreover, we operate in a very competitive
and rapidly changing environment. New risks emerge quickly and from time to time. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks,
uncertainties and assumptions, the future events and trends discussed in this prospectus, may not occur and actual results could differ
materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or
publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties,
readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in
their entirety by this cautionary statement.
You
should also read carefully the factors described in the “Risk Factors” section of this prospectus, and under a similar heading
in any other annual, periodic or current report incorporated by reference into this prospectus, to better understand the risks and uncertainties
inherent in our business and underlying any forward-looking statements. You are advised to consult any further disclosures we make on
related subjects in our future public filings.
PROSPECTUS
SUMMARY
This
summary highlights information about our company, this offering and information contained in greater detail in other parts of this prospectus
or incorporated by reference into this prospectus from our filings with the SEC listed in the section entitled “Information Incorporated
by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing
our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information
appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement
of which this prospectus is a part, and the information incorporated by reference into this prospectus in their entirety, including the
“Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus, before
purchasing our securities in this offering.
Except
as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Sonnet Holdings,” “the
Company,” “we,” “us” and “our” refer to Sonnet BioTherapeutics Holdings, Inc. and our consolidated
subsidiaries.
Overview
Sonnet
BioTherapeutics Holdings, Inc., is a clinical stage, oncology-focused biotechnology company with a proprietary platform for innovating
biologic medicines of single- or bi-specific action. Known as FHAB™ (Fully Human Albumin Binding), the technology utilizes
a fully human single chain antibody fragment that binds to and “hitch-hikes” on human serum albumin for transport to target
tissues. We designed the construct to improve drug accumulation in specific tissues, as well as to extend the duration of activity in
the body. FHAB development candidates are produced in a mammalian cell culture, which enables glycosylation, thereby reducing
the risk of immunogenicity. We believe our FHAB technology, for which we received a U.S. patent in June 2021, is a distinguishing
feature of our biopharmaceutical platform that is well suited for future drug development across a range of human disease areas,
including in oncology, autoimmune, pathogenic, inflammatory, and hematological conditions.
Our
current internal pipeline development activities are focused on cytokines, a class of cell signaling peptides that, among other important
functions, serve as potent immunomodulatory agents. Working both independently and synergistically, specific cytokines have shown the
ability to modulate the activation and maturation of immune cells that fight cancer and pathogens. However, because they do not preferentially
accumulate in specific tissues and are quickly eliminated from the body, the conventional approach to achieving a treatment effect with
cytokine therapy typically requires the administration of high and frequent doses. This can result in a reduced treatment effect accompanied
by the potential for systemic toxicity, which poses challenges to the therapeutic application of this class of drugs.
Our
lead proprietary asset, SON-1010, is a fully human version of Interleukin 12 (“IL-12”), covalently linked to the FHAB
construct, for which we intend to pursue clinical development in solid tumor indications, including non-small cell lung cancer and head
and neck cancer. Sonnet has completed a nonhuman primate (“NHP”) GLP toxicity study with SON-1010 and is preparing an Investigational
New Drug (“IND”) application for submission to the FDA with the goal of initiating a Phase 1 clinical trial during the second
half of 2021 and having initial top line clinical safety data available during the first half of 2022. The Company acquired the
global development rights to our most advanced compound, a fully human version of Interleukin 6 (“IL-6”), in April 2020.
Going forward, we will exclusively refer to this candidate as SON-080, for its target indications of Chemotherapy-Induced Peripheral
Neuropathy (“CIPN”) and Diabetic Peripheral Neuropathy (“DPN”), the latter of which had previously been known
as the SON-081 program. Sonnet intends to file an IND for a U.S. Phase 1b/2a pilot-scale efficacy study with SON-080 in CIPN during the
second half of 2021 that could yield initial top line clinical safety data during the first half of 2022. Pursuant to a license
agreement the Company entered with New Life in May 2021, we and New Life will be jointly responsible for leading the development program
for SON-080 in DPN with the objective of initiating an ex-US Phase 1b/2a pilot-scale efficacy study during the second half of 2021 or
first half of 2022 that could yield initial top line clinical safety data as early as the first half of 2022. Regarding our lead bispecific
candidate, SON-1210, which combines Interleukins 12 and 15 (“IL-15”) covalently linked to the FHAB construct,
we intend to file an IND to begin human clinic testing during the first half of 2022.
Recent
Developments
ATM
Program
On
February 5, 2021, we entered into an at-the-market (“ATM”) sales agreement with BTIG, LLC (“BTIG”), acting in
its capacity as the sales agent (the “Sales Agreement”). On June 14, 2021, we completed the issuance of shares available
under the Sales Agreement, pursuant to which we had the ability to offer and sell, from time-to-time, through BTIG, shares of our common
stock having an aggregate offering price of up to $15,875,000. From February 5, 2021 through June 14, 2021, we sold an aggregate of 7,454,238
Shares for aggregate gross proceeds of $15,874,999 and paid BTIG an aggregate of $476,250 in commissions.
Patent
Issuance
On
June 8, 2021, we announced that the United States Patent and Trademark Office has issued U.S. Patent No. 11,028,166 entitled, “Albumin
Domain Fusion Proteins”. The patent covers our FHAB technology and includes therapeutic fusion proteins that utilize
FHAB for tumor targeting and retention and provide extended pharmacokinetics (“PK”). The patent carries a term
effective until March 2039, inclusive of the 399-day Patent Term Extension.
SON-1010
Non-Human Primate Toxicology Study
On
May 10, 2021, we announced that we completed a successful preclinical nonhuman primate (“NHP”) GLP repeat-dose study of SON-1010,
a proprietary version of Interleukin 12 (“IL-12”) configured using our FHAB platform. The objectives of the study
were to evaluate the toxicity of SON-1010 in NHP using a subcutaneous, repeat-dose regimen at three different dose levels versus untreated
controls and to evaluate the potential reversibility of any adverse findings.
Study
results included:
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●
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The
No Observed Adverse Event Level following repeated administration was more than 50 times
the anticipated equivalent human clinical dose in NHP with no evidence of cytokine release
syndrome.
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●
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PK
analysis of serum samples confirmed an enhanced profile of IL12-FHAB over recombinant
human IL-12, with a half-life around 40 hours in NHPs.
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●
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A
significant increase in Interferon-γ, a key pleiotropic cytokine associated with anti-tumor
mechanisms, was observed following dosing with IL12-FHAB.
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●
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SON-1010
related changes in clinical observations, body weight, clinical pathology, cytokines, and
immunophenotyping were seen, all of which were consistent with on-target effects previously
observed in nonhuman primates.
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●
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By
day 38 all study subjects recovered to baseline (pre-study) values.
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●
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Repeat
dosing administration was tolerated at all dose levels examined.
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Out-Licensing
Agreement with New Life Therapeutics
On
May 2, 2021, we entered into a License Agreement (the “Agreement”) with New Life Therapeutics PTE, LTD. (“New Life”).
Pursuant to the Agreement, we granted New Life an exclusive license (with the right to sublicense) to develop and commercialize pharmaceutical
preparations containing a specific recombinant human interleukin-6 (or any derivatives, fragments or conjugates thereof) (the “Compound”)
(such preparations, the “Products”) for the prevention, treatment or palliation of diabetic peripheral neuropathy in humans
(the “DPN Field”) in Malaysia, Singapore, Indonesia, Thailand, Philippines, Vietnam, Brunei, Myanmar, Lao PDR and Cambodia
(the “Exclusive Territory”). New Life may exercise the option to expand (1) the field of the exclusive license to include
the prevention, treatment or palliation of chemotherapy-induced peripheral neuropathy in humans (the “CIPN Field”), which
option is non-exclusive and will expire on December 31, 2021; and/or (2) the territorial scope of the license to include the People’s
Republic of China, Hong Kong and/or India (the “Expanded Territory”), which option is exclusive and will also expire on December
31, 2021. We are excluded from developing, using, selling or otherwise commercializing any Compounds or Products for use in the DPN Field
in the Exclusive Territory during the term of the Agreement.
We
retained all global rights to manufacture Compounds and Products. We and New Life shall enter into a follow-on development supply agreement
and subsequent commercial supply agreement pursuant to which we shall supply to New Life Products for development and commercialization
thereof in the DPN Field (and the CIPN Field, if applicable) in the Exclusive Territory (and the Expanded Territory, as applicable) on
terms to be negotiated by the parties.
Pursuant
to the terms of the Agreement, New Life will bear the cost of, and be responsible for, among other things, all costs associated with
conducting clinical studies and additional non-clinical studies (if any, subject to both parties’ approval), preparing and filing
applications for regulatory approval and undertaking other developmental and regulatory activities for and commercializing Products in
the DPN Field (and the CIPN Field, if applicable) in the Exclusive Territory (and the Expanded Territory, as applicable). We and New
Life will co-own the clinical data resulting from the Phase 1b/2a study, and New Life will own and maintain all regulatory filings and
approvals for Products in the Exclusive Territory (and the Expanded Territory, as applicable).
In
consideration of the license and other rights granted by us, New Life paid us a $500,000 upfront cash payment and is obligated to pay
a deferred license fee of an additional $1,000,000 at the time of the satisfaction of certain milestones as well as potential additional
milestone payments to us totaling up to $19,000,000 subject to the achievement of certain development and commercialization milestones.
In addition, during the Royalty Term (as defined below), New Life is obligated to pay us double digit tiered royalties ranging from 12%
to 30% based on annual net sales of Products in the Territory. The “Royalty Term” means, on a Product-by-Product and a country-by-country
basis in the Exclusive Territory, the period commencing on the date of the first commercial sale (subject to certain conditions) of such
Product in such country in the Exclusive Territory (and the Expanded Territory, as applicable) and continuing until New Life ceases commercialization
of such Product in the DPN Field (or CIPN Field, if applicable). In the event New Life (i) files for an initial public offering or (ii)
is subject to a Change of Control, the royalty obligations may be converted to equity subject to mutual agreement of the parties.
In
addition, New Life shall pay to us a percentage, in the double digits, of all revenue received through sub-licensing of each Product,
subject to certain exclusions.
We
retained the sole responsibility to pay our third-party licensors to the extent such obligations are applicable to the rights granted
to New Life with respect to the Products and shall remain liable for all obligations under the license related to the Compounds and Products
between us and ARES Trading SA.
The
Agreement will remain in effect on a Product-by-Product, country-by-country basis and will expire upon the expiration of the Royalty
Term for the last-to-expire Product in the last-to-expire country, subject to (i) each party’s early termination rights including
for material breach or insolvency or bankruptcy of the other party and (ii) our Buy Back Right and New Life’s Give Back Right (as
defined below).
In
addition, New Life granted to us an exclusive option to buy back the rights granted by us to New Life and we granted New Life the right
to give back the rights with respect to Products in the DPN Field and/or the CIPN Field (if applicable) in one or more countries in the
Exclusive Territory (and the Expanded Territory, as applicable) on terms to be agreed upon, which options will expire upon the initiation
of a Phase III Trial for the applicable Product.
Corporate
Information
We
were organized on October 21, 1999, under the name Tulvine Systems, Inc., under the laws of the State of Delaware. On April 25, 2005,
Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings, Inc., and on May 2, 2005, Tulvine Systems, Inc. merged
with, and changed its name to, Chanticleer Holdings, Inc. On April 1, 2020, we completed our business combination with Sonnet BioTherapeutics,
Inc. (“Sonnet”), in accordance with the terms of the Agreement and Plan of Merger, dated as of October 10, 2019, as amended,
by and among us, Sonnet and Biosub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger
Sub merged with and into Sonnet, with Sonnet surviving as a wholly owned subsidiary of us (the “Merger”). In connection with,
and immediately prior to the completion of the Merger, we effected a reverse stock split of our common stock, at a ratio of 1-for-26.
In connection with the Merger, we changed our name from “Chanticleer Holdings, Inc.” to “Sonnet BioTherapeutics Holdings,
Inc.,” and the business conducted by us became the business conducted by Sonnet.
Our
principal executive offices are located at 100 Overlook Center, Suite 102, Princeton, New Jersey 08540, and our telephone number is (609)
375-2227. Our website is www.sonnetbio.com. Our website and the information contained on, or that can be accessed through, our website
shall not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on any such
information in making your decision whether to purchase our common stock.
This
prospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks
belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated
by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but
such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights
or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’
trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.
THE
OFFERING
Common Stock to be
Offered
|
29,702,970
Shares (or 34,158,415 shares if the underwriters’
option to purchase additional shares is exercised in full), based on the sale of our common stock at an assumed combined public
offering price of $1.01 per share of common stock and accompanying common warrant, which is the last reported sale
price of our common stock on August 12, 2021, and no sale of any pre-funded warrants.
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Pre-funded Warrants
to be Offered
|
We
are also offering to certain purchasers whose purchase of shares of common stock in this
offering would otherwise result in the purchaser, together with its affiliates and certain
related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,
9.99%) of our outstanding common stock immediately following the consummation of this offering,
the opportunity to purchase, if such purchasers so choose, pre-funded warrants to purchase
shares of common stock, in lieu of shares of common stock that would otherwise result in
any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the
purchaser, 9.99%) of our outstanding common stock. Each pre-funded warrant will be exercisable
for one share of our common stock. The purchase price of each pre-funded warrant and accompanying
common warrant will equal the price at which the share of common stock and accompanying
common warrant are being sold to the public in this offering, minus $0.0001, and the
exercise price of each pre-funded warrant will be $0.0001 per share. The pre-funded warrants
will be exercisable immediately and may be exercised at any time until all of the pre-funded
warrants are exercised in full. This offering also relates to the shares of common stock
issuable upon exercise of any pre-funded warrants sold in this offering. For each pre-funded
warrant we sell, the number of shares of common stock we are offering will be decreased on
a one-for-one basis. Because we will issue a common warrant for each share of our common
stock and for each pre-funded warrant to purchase one share of our common stock sold in this
offering, the number of common warrants sold in this offering will not change as a result
of a change in the mix of the shares of our common stock and pre-funded warrants sold.
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Common Warrants to be Offered
|
Common warrants to purchase an aggregate of 29,702,970
shares of our common stock (or 34,158,415 shares if the underwriters’ option to purchase additional common warrants is exercised
in full), based on the sale of our common stock at an assumed combined public offering price of $1.01 per share of common stock and
accompanying common warrant, which is the last reported sale price of our common stock on August 12, 2021. Each share of our common
stock and each pre-funded warrant to purchase one share of our common stock is being sold together with a common warrant to purchase
one share of our common stock. Each common warrant will have an exercise price of $ _ per share (representing 100% of the price at
which a share of common stock and accompanying common warrant are sold to the public in this offering), will be immediately exercisable
and will expire on the fifth anniversary of the original issuance date. The shares of common stock and pre-funded warrants, and the
accompanying common warrants, as the case may be, can only be purchased together in this offering but will be issued separately and
will be immediately separable upon issuance. This prospectus also relates to the offering of the shares of common stock issuable
upon exercise of the common warrants.
|
|
|
Common Stock to be
Outstanding Immediately After this Offering (1)
|
54,659,857
shares (or 59,115,302 shares if the underwriters’
option to purchase additional shares is exercised in full), assuming in each case none of the common warrants issued in this offering
are exercised, and based on the sale of our common stock at an assumed combined public offering price of $1.01 per share
of common stock, which is the last reported sale price of our common stock on August 12, 2021, and no sale of any pre-funded
warrants.
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|
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Option
to Purchase Additional Securities
|
We
have granted the underwriters an option, exercisable within 30 days after the closing of this offering, to acquire up to an additional
shares of common stock and/or additional common warrants to purchase up to shares of common stock from us, in any combination
thereof, at the public offering price per share and public offering price per warrant, respectively, less underwriting discounts
and commissions on the same terms as set forth in this prospectus.
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Use of Proceeds
|
We
estimate that the net proceeds from this offering will be approximately $27.4 million, or
$31.6 million if the underwriters exercise their option to purchase additional securities
in full, based on an assumed combined public offering price of $1.01 per
share of common stock and accompanying common warrant, which was the last reported
sales price of our common stock on The Nasdaq Capital Market on August 12, 2021, and
assuming no sale of any pre-funded warrants, after deducting estimated underwriting discounts
and commissions and estimated offering expenses payable by us, and excluding the proceeds,
if any, from the exercise of the common warrants in this offering.
We
currently intend to use the net proceeds from this offering for research and development, including clinical trials, working capital and
general corporate purposes. See “Use of Proceeds” for additional information.
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Risk Factors
|
An
investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus
and the other information included and incorporated by reference in this prospectus for a discussion of the risk factors you should
carefully consider before deciding to invest in our securities.
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National Securities
Exchange Listing
|
Our
common stock is listed on The Nasdaq Capital Market under the symbol “SONN.” Additionally, there is no established public
trading market for the pre-funded warrants or common warrants, and we do not expect a market to develop. In addition, we do
not intend to apply to list the pre-funded warrants or common warrants on any national securities exchange or other nationally
recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and common warrants
will be limited.
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(1) The number of shares of our common stock that
will be outstanding immediately after this offering is based on 24,956,887 shares of common stock outstanding as of August
10, 2021, and assumes the sale and issuance by us of 29,702,970 shares of common stock (or 34,158,415 shares if the underwriters’
option to purchase additional shares is exercised in full) and no sale of any pre-funded warrants in this offering and excludes:
●
363,268 shares of common stock underlying unvested restricted stock units outstanding as of August 10, 2021;
●
640,029 shares of common stock reserved for future issuance under the 2020 Omnibus Equity Incentive Plan as of August 10,
2021;
●
11,495,408 shares of common stock issuable upon the exercise of warrants outstanding as of August 10, 2021, with a weighted average
exercise price of $3.55 per share;
● up to 29,702,970 shares of common
stock issuable upon the exercise of the pre-funded warrants issued in this offering;
●
up to 29,702,970 shares (or 34,158,415 shares if the underwriters’ option to purchase additional common warrants is exercised in
full) of common stock issuable upon the exercise of the common warrants issued in this offering; and
●
up to 594,059 shares of common stock issuable upon the exercise of the underwriter warrants issued in this offering.
Unless otherwise indicated, this prospectus reflects
and assumes no issuances or exercises of any other outstanding shares, options or warrants after August 10, 2021 and no exercise
by the underwriters of their option to purchase additional shares.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. We urge you to carefully consider all of the information contained in this prospectus
and other information which may be incorporated by reference in this prospectus as provided under “Information Incorporated by
Reference.” In particular, you should consider the risk factors below, together with those under the heading “Risk Factors”
in our most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus, as those risk factors are amended
or supplemented by our subsequent filings with the SEC. These risks and uncertainties are not the only risks and uncertainties we face.
Additional risks and uncertainties not currently known to us, or that we currently view as immaterial, may also impair our business.
If any of the risks or uncertainties described below or in our SEC filings or any additional risks and uncertainties actually occur,
our business, financial condition, results of operations and cash flow could be materially and adversely affected. As a result, you could
lose all or part of your investment.
RISKS
RELATED TO THIS OFFERING
If
you purchase shares of common stock in this offering, you will experience immediate and substantial dilution in your investment. You
will experience further dilution if we issue additional equity or equity-linked securities in the future.
Because
the price per share of our common stock being offered is substantially higher than the as adjusted net tangible book value per share
of our common stock, you will suffer immediate and substantial dilution with respect to the net tangible book value of the common stock
you purchase in this offering. Based on an assumed combined public offering price of $1.01 per share of common stock and
accompanying common warrant being sold in this offering, and our net tangible book value as of June 30, 2021, if you purchase
shares of common stock in this offering, you will suffer immediate and substantial dilution of $0.48 per share with respect to
the as adjusted net tangible book value of the common stock. See the section entitled “Dilution” for a more detailed
discussion of the dilution you will incur if you purchase common stock in this offering.
If
we issue additional shares of common stock, or securities convertible into or exchangeable or exercisable for shares of common stock,
our stockholders, including investors who purchase shares of common stock and/or pre-funded warrants and accompanying warrants
in this offering, will experience additional dilution, and any such issuances may result in downward pressure on the price of our common
stock. We also cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that
is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities
in the future could have rights superior to existing stockholders.
Future
sales of substantial amounts of our common stock or securities convertible into or exchangeable or exercisable for shares of common stock,
either by us or by our existing stockholders, or the possibility that such sales could occur, could adversely affect the market price
of our common stock.
Future
sales in the public market of shares of our common stock or securities convertible into or exchangeable or exercisable for shares of
common stock, including shares referred to in the foregoing risk factor, shares held by our existing stockholders or shares issued upon
exercise of our outstanding stock options or warrants, or the perception by the market that these sales could occur, could lower the
market price of our common stock or make it difficult for us to raise additional capital.
There
is no public market for the pre-funded warrants or common warrants being offered in this offering.
There
is no established public trading market for the pre-funded warrants or common warrants being offered in this offering, and we
do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants or common warrants on
any securities exchange or nationally recognized trading system, including The Nasdaq Capital Market. Without an active market, the liquidity
of the pre-funded warrants and common warrants will be limited.
Holders
of pre-funded warrants and common warrants purchased in this offering will have no rights as common stockholders until such holders
exercise such warrants and acquire our common stock.
Until
holders of pre-funded warrants or common warrants acquire shares of our common stock upon exercise of such warrants, holders of
pre-funded warrants or common warrants will have no rights with respect to the shares of our common stock underlying such warrants.
Upon exercise of the pre-funded warrants or common warrants, the holders will be entitled to exercise the rights of a common stockholder
only as to matters for which the record date occurs after the exercise date.
We
will have broad discretion in the use of our existing cash and cash equivalents, including the proceeds from this offering, and may invest
or spend our cash in ways with which you do not agree and in ways that may not increase the value of your investment.
We
will have broad discretion over the use of our cash and cash equivalents, including the proceeds from this offering. You may not agree
with our decisions, and our use of cash may not yield any return on your investment. We intend to use the net proceeds from this offering
for working capital and general corporate purposes. Our failure to apply the net proceeds from this offering effectively could compromise
our ability to pursue our growth strategy and we might not be able to yield a significant return, if any, on our investment of these
net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.
USE
OF PROCEEDS
We estimate that we will receive net proceeds of
approximately $27.4 million from the sale of the securities offered by us in this offering, or approximately $31.6 million if the underwriters
exercise their option to purchase additional shares in full, based on an assumed combined public offering price of $1.01
per share and accompanying common warrant, which was the last reported sales price of our common stock on The Nasdaq Capital Market
on August 12, 2021, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable
by us, excluding the proceeds, if any, from the exercise of the common warrants issued in this offering.
The
foregoing discussion assumes no sale of pre-funded warrants, which if sold, would reduce the number of shares of common stock that we
are offering on a one-for-one basis.
We
currently intend to use the net proceeds from this offering for research and development, including clinical trials, working capital
and general corporate purposes. See “Risk Factors” for a discussion of certain risks that may affect our intended use of
the net proceeds from this offering.
Our
expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition.
As of the date of this prospectus, we cannot currently allocate specific percentages of the net proceeds that we may use for the purposes
specified above, and we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion
of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual use of
the net proceeds will vary depending on numerous factors, including our ability to obtain additional financing, the progress, cost and
results of our preclinical and clinical development programs, and whether we are able to enter into future licensing or collaboration
arrangements.
Pending
the use of the net proceeds from this offering, we intend to invest the net proceeds in investment-grade, interest-bearing instruments,
certificates of deposit or direct or guaranteed obligations of the U.S.
A $0.10 increase or decrease in the assumed combined
public offering price of $1.01 per share and accompanying common warrant would increase or decrease the net proceeds
to us from this offering by approximately $2.8 million, assuming that the number of shares offered by us, as set forth on the
cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated
offering expenses payable by us.
Similarly, a 1.0 million share increase or decrease
in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the net proceeds
to us by approximately $0.9 million, based on the assumed combined public offering price of $1.01 per share and
accompanying common warrant remaining the same, and after deducting estimated underwriting discounts and commissions and estimated
offering expenses payable by us.
DILUTION
If
you invest in our securities, your ownership interest will be diluted to the extent of the difference between the public offering price
per share of our common stock and the as adjusted net tangible book value per share of our common stock immediately
after the closing of this offering.
Our
historical net tangible book value as of June 30, 2021 was $1.4 million, or $0.06 per share of common stock. Our
historical net tangible book value is the amount of our total tangible assets less our liabilities. Historical net tangible book value
per common share is our historical net tangible book value divided by the number of shares of common stock outstanding as of June
30, 2021.
After giving effect to the sale of shares of common
stock and the accompanying common warrants in this offering at an assumed combined public offering price of $1.01
per share and accompanying common warrant, which was the last reported sale price of our common stock on The Nasdaq Capital Market
on August 12, 2021, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable
by us, excluding the proceeds, if any, from the exercise of the common warrants issued in this offering, and assuming no sale
of pre-funded warrants in this offering, our as adjusted net tangible book value as of June 30, 2021 would be $28.8 million,
or $0.53 per share of common stock. This amount represents an immediate increase in net tangible book value of $0.47 per
share to our existing stockholders and an immediate dilution of $0.48 per share to investors participating in this offering. We
determine dilution per share to investors participating in this offering by subtracting as adjusted net tangible book value per share
after this offering from the assumed combined public offering price per share paid by investors participating in this offering.
The
following table illustrates this dilution on a per share basis to new investors:
Assumed combined public offering price per share and accompanying common warrant
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$
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1.01
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Historical net tangible book value per share as of June 30, 2021
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$
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0.06
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Increase in net tangible book value per share attributable to this offering
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0.47
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As adjusted net tangible book value per share after giving effect to this
offering
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0.53
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Dilution per share to new investors in this offering
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$
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0.48
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Each $0.10 increase or decrease in the assumed combined
public offering price of $1.01 per share and accompanying common warrant, which was the last reported sale price of
our common stock on The Nasdaq Capital Market on August 12, 2021, would increase or decrease the as adjusted net tangible book
value per share by $0.05 per share and the dilution per share to investors participating in this offering by $0.05 per share, assuming
that the number of shares and accompanying common warrants offered by us, as set forth on the cover page of this prospectus, remains
the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and excluding
the proceeds, if any, from the exercise of the common warrants issued in this offering.
We may also increase or decrease the number of shares
we are offering. A 1.0 million share increase in the number of shares and accompanying common warrants offered by us, as set forth
on the cover page of this prospectus, would increase the as adjusted net tangible book value per share by approximately $0.01 and decrease
the dilution per share to new investors participating in this offering by approximately $0.01, based on an assumed combined public
offering price of $1.01 per share and accompanying common warrant, which was the last reported sale price of our common
stock on The Nasdaq Capital Market on August 12, 2021, remaining the same and after deducting estimated underwriting discounts
and commissions and estimated offering expenses payable by us, and excluding the proceeds, if any, from the exercise of the common
warrants issued in this offering. A 1.0 million share decrease in the number of shares and accompanying common warrants offered
by us, as set forth on the cover page of this prospectus, would decrease the as adjusted net tangible book value per share after this
offering by approximately $0.01 and increase the dilution per share to new investors participating in this offering by approximately
$0.01, based on an assumed combined public offering price of $1.01 per share and accompanying common warrant,
which was the last reported sale price of our common stock on The Nasdaq Capital Market on August 12, 2021, remaining the
same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and excluding
the proceeds, if any, from the exercise of the common warrants issued in this offering.
If the underwriters exercise their option to purchase
additional shares in full, the as adjusted net tangible book value per share after giving effect to this offering would be $0.56
per share, which amount represents an immediate increase in the net tangible book value of $0.50 per share of our common stock
to existing stockholders and an immediate dilution in net tangible book value of $0.45 per share of our common stock to new investors
purchasing shares and accompanying common warrants in this offering.
The table and discussion above is based on 24,757,847
shares of common stock outstanding as of June 30, 2021 and excludes:
● 562,308 shares of common stock underlying
unvested restricted stock units outstanding as of June 30, 2021;
● 640,029 shares of common stock reserved
for future issuance under the 2020 Omnibus Equity Incentive Plan as of June 30, 2021; and
● 11,495,408 shares of common stock issuable
upon the exercise of warrants outstanding as of June 30, 2021, with a weighted average exercise price of $3.55 per share.
The information discussed above is illustrative only
and will adjust based on the actual public offering price, the actual number of shares and common warrants that we offer in this
offering, and other terms of this offering determined at pricing. Except as indicated otherwise, the discussion and table above assume
(i) no sale of pre-funded warrants, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-one
basis, (ii) no exercise of the underwriters’ option to purchase additional securities and (iii) no exercise of common
warrants accompanying the shares of common stock sold in this offering.
DESCRIPTION
OF CAPITAL STOCK
Our
authorized capital stock consists of:
●
125,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”); and
●
5,000,000 shares of preferred stock, par value $0.0001 per share, of which, as of the date of this prospectus, none of which shares have
been designated.
As
of close of business on August 10, 2021, 24,956,887 shares of Common Stock were issued and outstanding and no shares of
preferred stock were issued and outstanding.
The
additional shares of our authorized stock available for issuance may be issued at times and under circumstances so as to have a dilutive
effect on earnings per share and on the equity ownership of the holders of our Common Stock. The ability of our board of directors to
issue additional shares of stock could enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation
but could also be used by the board to make a change-in-control more difficult, thereby denying stockholders the potential to sell their
shares at a premium and entrenching current management. The following description is a summary of the material provisions of our capital
stock. You should refer to our certificate of incorporation, as amended and bylaws, both of which are on file with the SEC as exhibits
to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law.
Common
Stock
Holders
of our Common Stock are each entitled to cast one vote for each share held of record on all matters presented to stockholders. Cumulative
voting is not allowed; the holders of a majority of our outstanding shares of Common Stock may elect all directors. Holders of our Common
Stock are entitled to receive such dividends as may be declared by our board out of funds legally available and, in the event of liquidation,
to share pro rata in any distribution of our assets after payment of liabilities. Our directors are not obligated to declare a dividend.
It is not anticipated that we will pau dividends in the foreseeable future. Holders of our do not have preemptive rights to subscribe
to any additional shares we may issue in the future. There are no conversion, redemption, sinking fund or similar provisions regarding
the Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable.
The
rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of any outstanding shares of preferred
stock.
Preferred
Stock
We
are authorized to issue up to 5,000,000 shares of preferred stock, all of which are undesignated. Our board of directors has the authority
to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion right, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any class or series, without further vote or action by the stockholders. Although we have no present
plans to issue any other shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase
such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely
affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing
a change of control of us or an unsolicited acquisition proposal. The preferred stock may provide for an adjustment of the conversion
price in the event of an issuance or deemed issuance at a price less than the applicable conversion price, subject to certain exceptions.
If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus
supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock with the SEC. To the
extent required, this description will include:
●
the title and stated value;
●
the number of shares offered, the liquidation preference per share and the purchase price;
●
the dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
●
whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
●
the procedures for any auction and remarketing, if any;
●
the provisions for a sinking fund, if any;
●
the provisions for redemption, if applicable;
●
any listing of the preferred stock on any securities exchange or market;
●
whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be calculated)
and conversion period;
●
whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated)
and exchange period;
●
voting rights, if any, of the preferred stock;
●
a discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;
●
the relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or winding
up of our affairs; and
●
any material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs.
Anti-takeover
Effects of Delaware Law and our Certificate of Incorporation and Bylaws
Our
Certificate of Incorporation, as amended, and Bylaws, as amended contain provisions that could have the effect of discouraging potential
acquisition proposals or tender offers or delaying or preventing a change of control. These provisions are as follows:
●
they provide that special meetings of stockholders may be called by the President, the board of directors or at the request by stockholders
of record owning at least thirty-three and one-third (33 1/3%) percent of the issued and outstanding voting shares of our common stock;
●
they do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority stockholder holding
a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have
the effect of limiting the ability of minority stockholders to effect changes in our board of directors; and
●
they allow us to issue, without stockholder approval, up to 5,000,000 shares of preferred stock that could adversely affect the rights
and powers of the holders of our common stock.
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to certain exceptions,
the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested
stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder
unless:
●
prior to such date, the board of directors of the corporation approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder;
●
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least eighty-five percent 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors and also officers and
(2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer; or
●
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder.
Generally,
for purposes of Section 203, a “business combination” includes a merger, asset or stock sale, or other transaction resulting
in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates
and associates, owns or, within three (3) years prior to the determination of interested stockholder status, owned fifteen percent (15%)
or more of a corporation’s outstanding voting securities.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly
to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to
obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.
In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock,
all to the fullest extent permissible under the DGCL and subject to any limitations set forth in our Certificate of Incorporation. The
purpose of authorizing the board of directors to issue preferred stock and to determine the rights and preferences applicable to such
preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while
providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third-party to acquire, or could discourage a third-party from acquiring, a majority of our outstanding
voting stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our Common Stock is Securities Transfer Corporation. The transfer agent address is Securities Transfer
Corporation, 2901 N Dallas Parkway, Suite 380, Plano, TX 75093, (469) 633-0101.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
We are offering (i) 29,702,970 shares of our common
stock or pre-funded warrants to purchase shares of our common stock and (ii) common warrants to purchase up to an aggregate of 29,702,970
shares of our common stock. Each share of common stock or pre-funded warrant is being sold together with a common warrant to purchase
one share of our common stock. The shares of common stock or pre-funded warrants and accompanying common warrants will be issued separately.
We are also registering the shares of common stock issuable from time to time upon exercise of the pre-funded warrants and common warrants
offered hereby.
Common
Stock
The
material terms and provisions of our common stock are described under the caption “Description of Capital Stock” in this
prospectus.
Pre-Funded
Warrants
The
following summary of certain terms and provisions of pre-funded warrants that are being offered hereby is not complete and is subject
to, and qualified in its entirety by, the provisions of the pre-funded warrant, the form of which is filed as an exhibit to the registration
statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of
pre-funded warrant for a complete description of the terms and conditions of the pre-funded warrants.
Duration
and Exercise Price. Each pre-funded warrant offered hereby will have an initial exercise price per share equal to $0.0001. The pre-funded
warrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise
price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,
stock splits, reorganizations or similar events affecting our common stock and the exercise price. The pre-funded warrants will be
issued separately from the accompanying common warrants and may be transferred separately immediately thereafter.
Exercisability.
The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the
case of a cashless exercise as discussed below). Purchasers of the pre-funded warrants in this offering may elect to deliver their exercise
notice following the pricing of the offering and prior to the issuance of the pre-funded warrants at closing to have their pre-funded
warrants exercised immediately upon issuance and receive shares of common stock underlying the pre-funded warrants upon closing of this
offering. A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder
would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior
notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s
pre-funded warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants
in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99%
of our outstanding common stock. No fractional shares of common stock will be issued in connection with the exercise of a pre-funded
warrant. In lieu of fractional shares, we will round down to the next whole share.
Cashless
Exercise. If, at the time a holder exercises its pre-funded warrants, a registration statement registering the issuance of the shares
of common stock underlying the pre-funded warrants under the Securities Act is not then effective or available, then in lieu of making
the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may
elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according
to a formula set forth in the pre-funded warrants.
Transferability.
Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded
warrant to us together with the appropriate instruments of transfer.
Exchange
Listing. There is no trading market available for the pre-funded warrants on any securities exchange or nationally recognized trading
system. We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system.
Right
as a Stockholder. Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares
of our common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our common stock, including
any voting rights, until they exercise their pre-funded warrants.
Fundamental
Transaction. In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization,
recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our
properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common
stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the
holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental
transaction.
Common Warrants
The following summary of certain terms and
provisions of common warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the
provisions of the common warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms
a part. Prospective investors should carefully review the terms and provisions of the form of common warrants for a complete description
of the terms and conditions of the common warrants.
Duration and Exercise Price. Each
common warrant offered hereby will have an initial exercise price per share equal to $ . The common warrants will be immediately exercisable
and will expire on the fifth anniversary of the original issuance date. The exercise price and number of shares of common stock issuable
upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting
our common stock and the exercise price. The common warrants will be issued separately from the common stock (or pre-funded warrants)
and may be transferred separately immediately thereafter. A common warrant to purchase one share of our common stock will be issued for
every share of common stock (or pre-funded warrant to purchase a share of common stock) purchased in this offering.
Exercisability. The common warrants will
be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by
payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise
as discussed below). A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the
holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’
prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s
common warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of the common warrants. No fractional shares of common stock
will be issued in connection with the exercise of a common warrant. In lieu of fractional shares, we will round down to the next whole
share.
Cashless Exercise. If, at the time a holder
exercises its common warrants, a registration statement registering the issuance of the shares of common stock underlying the common
warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities
Act is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made
to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either
in whole or in part) the net number of shares of common stock determined according to a formula set forth in the common warrants.
Transferability. Subject to applicable
laws, a common warrant may be transferred at the option of the holder upon surrender of the common warrant to us together with the appropriate
instruments of transfer.
Exchange Listing. There is no established
public trading market for the common warrants, and we do not expect a market to develop. In addition, we do not intend to list the common
warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the common
warrants will be limited.
Right as a Stockholder. Except as otherwise
provided in the common warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the common
warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their
common warrants.
Fundamental Transaction. In the event
of a fundamental transaction, as described in the form of common warrant, and generally including any reorganization, recapitalization
or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets,
our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person
or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the common
warrants will be entitled to receive upon exercise of the common warrants the kind and amount of securities, cash or other property that
the holders would have received had they exercised the common warrants immediately prior to such fundamental transaction. In the event of a Change of Control (as defined in each common warrant) approved by our Board of Directors, the holders
of the common warrants have the right to require us or a successor entity to redeem the common warrants for cash in the amount of the
Black-Scholes Value (as defined in each common warrant) of the unexercised portion of the common warrants on the date of the consummation
of the Change of Control. In the event of a Change of Control which is not approved by our Board of Directors, the holders of the common
warrants have the right to require us or a successor entity to redeem the common warrants for the consideration paid in the Change of
Control in the amount of the Black-Scholes Value of the unexercised portion of the common warrants on the date of the consummation of
the Change of Control payable at our option in either shares of our common stock (or, in certain cases, in the securities of the successor
entity) or cash.
UNDERWRITING
We
entered into an underwriting agreement with the underwriters named below on ,
2021. BTIG, LLC (“BTIG” or the “representative”) is acting as the sole book-running manager and representative
of the underwriters. The underwriting agreement provides for the purchase of a specific number of shares of common stock and pre-funded
warrants and accompanying common warrants to purchase shares of common stock by the underwriters. Subject to the terms and conditions
of the underwriting agreement, each underwriter has agreed to purchase the number of shares, pre-funded warrants and common
warrants set forth opposite its name below:
|
|
Number of Shares of
Common Stock
|
|
|
Number of Pre-Funded
Warrants
|
|
|
Number of Common
Warrants
|
|
BTIG, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
Chardan Capital Markets, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
The underwriters have agreed
to purchase all of the shares of common stock and/or pre-funded warrants and accompanying common warrants offered by this prospectus,
if any are purchased. We have also granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase
up to an aggregate of
additional shares of common stock and/or additional common warrants to purchase up to shares
of common stock from us, in any combination thereof, at the public offering price per share and public offering price per warrant, respectively,
less the underwriting discounts and commissions.
The underwriters are offering
the shares of common stock and/or pre-funded warrants and accompanying common warrants subject to various conditions and may reject
all or part of any order. The representative has advised us that it proposes initially to offer the shares of common stock and/or pre-funded
warrants and accompanying common warrants to purchase shares of common stock to the public at the public offering price set forth
on the cover page of this prospectus and to dealers at a price less a concession not in excess of $
per share and accompanying common warrant or $ per pre-funded warrant
and accompanying common warrant, based on the combined public offering price per share and accompanying common warrant
or pre-funded warrant and accompanying common warrant. After the shares of common stock and/or pre-funded warrants and
accompanying common warrants are released for sale to the public, the representative may change the offering price, the concession,
and other selling terms at various times.
The
following table provides information regarding the amount of the discounts and commissions to be paid to the underwriters by us,
before expenses:
|
|
Per Share and Accompanying Common
Warrant
|
|
|
Per
Pre-Funded
Warrant
and Accompanying Common Warrant
|
|
|
Total Without Exercise of Option
|
|
Total With Full Exercise of Option
|
Public offering price
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Underwriting discounts and commissions (1)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
Proceeds to us, before expenses
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
(1)
We have agreed to pay the underwriters a commission of 6% of the gross proceeds of this offering.
We
estimate that our total expenses of the offering, excluding the estimated underwriting discounts and commissions, the non-accountable
expense allowance described below and the financial advisory fee described below, will be approximately $500,000, which includes
the fees and expenses for which we have agreed to reimburse the underwriters, in an aggregate amount not to exceed $100,000. In addition,
we have agreed (i) to pay the representative a non-accountable expense allowance equal to 1% of the gross proceeds of the offering (excluding
the proceeds from the underwriters’ exercise of their option to purchase additional securities, if any) and (ii) to
reimburse the representative for expenses related to background checks up to an aggregate of $15,000.
We have also agreed to issue to the representative
warrants (the “underwriter warrants”) to purchase up to shares of common stock (representing 2% of the aggregate number of
shares sold in this offering, including the number of shares of common stock underlying the pre-funded warrants, but excluding the underwriters’
option to purchase additional shares of common stock), at an exercise price of $ per share (representing 125% of the public offering
price for a share to be sold in this offering). The underwriter warrants will be exercisable immediately and for five years from the
date of commencement of sales in this offering. The issuance of the underwriter warrants and the shares issuable upon exercise of the
underwriter warrants are registered on the registration statement of which this prospectus forms a part.
In addition, we have agreed to pay Chardan Capital
Markets, LLC, one of the underwriters in the offering, a financial advisory fee of $250,000.
We
have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.
We,
our officers and directors have agreed to a 90-day “lock-up” with respect to shares of our common stock and other of our
securities that they beneficially own, including securities that are convertible into shares of common stock and securities that are
exchangeable or exercisable for shares of common stock. This means that, subject to certain exceptions, for a period of 90 days following
the date of this prospectus, we and such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior
written consent of the representative.
Rules
of the SEC may limit the ability of the underwriters to bid for or purchase shares before the distribution of the shares is completed.
However, the underwriters may engage in the following activities in accordance with the rules:
●
Stabilizing transactions - the representative may make bids or purchases for the purpose of pegging, fixing or maintaining the
price of the shares, so long as stabilizing bids do not exceed a specified maximum.
●
Penalty bids - if the representative purchases shares in the open market in a stabilizing transaction or syndicate covering transaction,
it may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering.
●
Passive market making - market makers in the shares who are underwriters or prospective underwriters may make bids for or purchases of
shares, subject to limitations, until the time, if ever, at which a stabilizing bid is made.
Similar
to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales or to stabilize the market
price of our common stock may have the effect of raising or maintaining the market price of our common stock or preventing or mitigating
a decline in the market price of our common stock. As a result, the price of the shares of our common stock may be higher than the price
that might otherwise exist in the open market. The imposition of a penalty bid might also have an effect on the price of the shares if
it discourages resales of the shares.
Neither
we nor the underwriters makes any representation or prediction as to the effect that the transactions described above may have
on the price of the shares. These transactions may occur on The Nasdaq Capital Market or otherwise. If such transactions are commenced,
they may be discontinued without notice at any time.
A
prospectus in electronic format may be delivered to potential investors by the underwriters. The prospectus in electronic format
will be identical to the paper version of such prospectus. Other than the prospectus in electronic format, the information on any
underwriter’s website and any information contained in any other website maintained by an underwriter is not part of this prospectus
or the registration statement of which this prospectus forms a part.
The
underwriters and their affiliates have provided, or may in the
future, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which
they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters
and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related
derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers, and such investment and securities activities may involve securities and/or instruments of our Company. The underwriters
and their affiliates may also make investment recommendations and/or publish or express independent research views in respect
of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this document, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information.
We
incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act made after the date of the initial registration statement of which this prospectus forms a part and prior to effectiveness
of the registration statement and subsequent to the date of this prospectus until the termination of the offering of the securities
described in this prospectus (other than information in such filings that was “furnished,” under applicable SEC rules, rather
than “filed”). We incorporate by reference the following documents or information that we have filed with the SEC:
●
our Annual Report on Form 10-K for the year ended September 30, 2020, filed with the SEC on December 17, 2020;
●
our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020, March 31, 2021 and June 30, 2021, filed with
the SEC on February 16, 2021, May 17, 2021 and August 16, 2021, respectively;
●
our Current Reports on Form 8-K filed with the SEC on April 3, 2020 (as amended by Form 8-K/A on June 26, 2020), May 18, 2020, February
5, 2021, March 30, 2021, April 1, 2021, May 3, 2021 (as amended by Form 8-K/A on May 3, 2021), May 21, 2021, June 8, 2021, June 14, 2021
and July 15, 2021 (other than any portions thereof deemed furnished and not filed);
●
our definitive proxy statement on Schedule 14A filed with the SEC on May 25, 2021; and
●
the description of our Common Stock contained in the prospectus, constituting part of our Registration Statement on Form S-1 (File No.
333-230857) filed with the SEC on April 15, 2019, and subsequently amended on May 28, 2019 and June 7, 2019.
Any
statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus
will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement
to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement. Any
statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You
may request a copy of these filings at no cost, by writing or telephoning us at the following address:
Sonnet
BioTherapeutics Holdings, Inc.
Attn:
Pankaj Mohan, Ph.D., CEO and Chairman
100
Overlook Center, Suite 102
Princeton,
New Jersey 08540
(609)
375-2227
You
may also access these filings on our website at www.sonnetbio.com. You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to provide different or additional information on our behalf. An offer
of these securities is not being made in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date of those respective documents.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the
registration statement. You should rely only on the information contained in this prospectus or incorporated by reference into this prospectus.
We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should assume that the information contained in this prospectus, or any document incorporated by
reference in this prospectus, is accurate only as of the date of those respective documents, regardless of the time of delivery of this
prospectus or any sale of our securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public from commercial document retrieval services and over the Internet at the SEC’s website at http://www.sec.gov.
We
maintain a website at www.sonnetbio.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free
of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
The information contained in, or that can be accessed through, our website is not incorporated by reference into, and is not part of,
this prospectus.
LEGAL
MATTERS
The
validity of the common stock and certain other legal matters will be passed upon for us by Lowenstein Sandler LLP, New York, New York.
DLA Piper LLP (US), New York, New York, has acted as counsel to the underwriters in connection with this offering.
EXPERTS
The
consolidated financial statements of Sonnet BioTherapeutics Holdings, Inc. as of September 30, 2020 and 2019 and for the years then ended
have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated
by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the September
30, 2020 consolidated financial statements contains an explanatory paragraph that states that Sonnet BioTherapeutics Holdings, Inc. has
incurred recurring losses and negative cash flows from operations since inception and will require substantial additional financing to
continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern.
The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
The
financial statements of Relief Therapeutics SA as of and for the years ended December 31, 2019 and 2018 incorporated herein have been
audited by Mazars SA, an independent public accounting firm, as stated in its report dated March 20, 2020, incorporated by reference
herein, and have been so included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
The report on the financial statements of Relief Therapeutics SA includes an explanatory paragraph about the existence of substantial
doubt concerning its ability to continue as a going concern.
Up to 29,702,970 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 29,702,970
Shares of Common Stock
Common Warrants to Purchase up to 29,702,970
Shares of Common Stock
Shares of Common Stock
underlying the Pre-Funded Warrants and Common Warrants
PROSPECTUS
Sole Book-Running Manager
BTIG
Lead Manager
Chardan
The
date of this prospectus is , 2021.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with
the sale and distribution of the securities being registered. All of the amounts shown are estimates, except for the SEC registration
fee and the FINRA filing fee:
|
|
Amount to
be paid
|
|
SEC registration fee
|
|
$
|
7,610
|
|
FINRA filing fee
|
|
|
10,963
|
|
Legal fees and expenses
|
|
|
350,000
|
|
Accounting fees and expenses
|
|
|
115,000
|
|
Miscellaneous
|
|
|
16,427
|
|
Total expenses
|
|
$
|
500,000
|
|
Item
14. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation incorporated under the
laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was
unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’
fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation,
except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged
to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court
in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
Article
X of our certificate of incorporation, as amended, states that to the fullest extent permitted by the DGCL, a director of the corporation
shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
Under
Article XI of our bylaws, any person who was or is made a party or is threatened to be made a party to or is in any way involved in any
threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, including any appeal
therefrom, by reason of the fact that he is or was a director or officer of ours or was serving at our request as a director or officer
of another entity or enterprise (including any subsidiary), may be indemnified and held harmless by us, and we may advance all expenses
incurred by such person in defense of any such proceeding prior to its final determination, if this person acted in good faith and in
a manner reasonably believed to be in and not opposed to our best interest, and, with respect to any criminal action or proceeding, the
indemnified party had no reason to believe his or her conduct was unlawful. The indemnification provided in our bylaws is not exclusive
of any other rights to which those seeking indemnification may otherwise be entitled.
We
maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out
of claims based on acts or omissions in their capacities as directors or officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item
15. Recent Sales of Unregistered Securities.
Pursuant
to a Securities Purchase Agreement (the “Securities Purchase Agreement”) dated February 7, 2020, by and among the Company,
Sonnet BioTherapeutics, Inc. (“Sonnet Sub”) and certain investors, for an aggregate purchase price of approximately $19.0
million (comprised of (I) a $4 million credit from Sonnet Sub and the Company to Chardan Capital Markets, LLC (“Chardan”),
in lieu of certain transaction fees otherwise owed to Chardan, and (II) $15 million in cash from the other Investors (the “Purchase
Price”), (i) Sonnet Sub issued and sold to the investors shares of Sonnet Sub’s common stock (the “Initial Shares”)
which converted in the merger among the Company and Sonnet Sub on April 1, 2020 into an aggregate of approximately 2,152,000 shares of
the Company’s common stock, (ii) the Company issued to the investors Series A Warrants (the “Series A Warrants”) to
purchase an aggregate of 3,300,066 shares of common stock at an exercise price of $5.3976 per share and (iii) the Company issued to the
investors Series B Warrants (the “Series B Warrants”) to purchase an aggregate of 2,247,726 shares of common stock at an
exercise price of $0.0001 per share. The Company issued the warrants to the investors in reliance on the exemption from registration
provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration for private placements
based in part on the representations made by the investors, including the representations with respect to each investor’s status
as an “accredited investor,” as such term is defined in Rule 501(a) of the Securities Act, and the Investors’ investment
intent.
On
August 3, 2020, the Company entered into Warrant Exercise and Omnibus Amendment Agreements (the “Exercise Agreements”) with
the holders of the Series A Warrants and Series B Warrants (the “Holders”). Pursuant to the Exercise Agreements, in order
to induce the Holders to exercise the Series A Warrants for cash, pursuant to the terms of the Series A Warrants, the Company agreed
to reduce the exercise price of the Series A Warrants from $5.3976 to $3.19 per share. The Holders and the Company agreed that the Holders
would exercise all of their Series A Warrants for gross proceeds before expenses of approximately $10.5 million. In addition, the Exercise
Agreements also provide for the issuance to the Holders, Series C Warrants (the “Series C Warrants”) to purchase 3.4331 shares
of Common Stock (the “Series C Warrant Shares”) for each share of Common Stock issued upon such exercise of the Series A
Warrants pursuant to the Exercise Agreements or an aggregate of 11,329,436 Series C Warrants. The terms of the Series C Warrants are
substantially similar to those of the Series A Warrants, except that the Series C Warrants have an exercise price of $3.19, do not contain
subsequent issuance price protection, were not exercisable until the date that was six months from the date of issuance of each Series
C Warrant and will expire on October 16, 2025. The Exercise Agreements provided for the amendment to each Holder’s Series B Warrants
to (i) remove the provisions providing for the reset of the number of shares of Common Stock underlying the Series B Warrants and (ii)
set the aggregate number of shares of Common Stock underlying all of the Series B Warrants at 4,532,526, which results from an increase
of 2,284,800 shares pursuant to the terms of the Exercise Agreements. The Company issued the Series B Warrants, the Series C Warrants
and the shares of Common Stock underlying the Series A Warrants, the Series B Warrants and the Series C Warrants to the Holders in reliance
on the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from
registration for private placements based in part on the representations made by the Holders, including the representations with respect
to each Holder’s status as an “accredited investor,” as such term is defined in Rule 501(a) of the Securities Act,
and each Holder’s investment intent.
On
April 1, 2020, the Company issued a warrant (the “Spin-Off Entity Warrant”) to purchase 186,161 shares of common stock at
an exercise price of $0.01 per share to Amergent Hospitality Group, Inc. pursuant to the Agreement and Plan of Merger, dated as of October
10, 2019, by and among the Company, Sonnet BioTherapeutics, Inc. and Biosub, Inc., as amended by Amendment No. 1 thereto made and entered
into as of February 7, 2020. The Spin-Off Entity Warrant was issued pursuant to the exemption provided in Section 4(a)(2) under the Securities
Act and Rule 506(b) promulgated thereunder.
During
the three months ended March 31, 2020, the Company lowered the exercise price of an aggregate of approximately 92,847 warrants to purchase
common stock from several classes of warrants to $13.00 in order to induce the exercise thereof and raise capital for the Company. As
of March 31, 2020, all such warrants were exercised. The transactions discussed in this paragraph are exempt from registration pursuant
to Section 4(a)(2) of the Securities Act, and corresponding provisions of state securities laws or, alternatively, Section 3(a)(9) of
the Securities Act and corresponding provisions of state securities laws, on the basis that (i) offers were made to a limited number
of existing warrant holders, (ii) each offer was made through direct communication with the offerees by the Company, (iii) the sophistication
of the offerees and financial ability to bear risks, (iv) the extensive disclosure provided by the Company to the offerees and (v) no
general solicitation and no commission or remuneration was paid for solicitation.
The
Company entered into a Securities Purchase Agreement on February 7, 2020 for the sale of up to 1,500 shares of a new series of convertible
preferred stock of the Company (the “Series 2 Preferred Stock”) with an institutional investor for gross proceeds to the
Company of up to $1,500,000. On February 11, 2020, the first closing of this transaction occurred. The Company sold 1,000 shares of Series
2 Preferred Stock for gross proceeds to the Company of $1,000,000. On March 6, 2020, the Company sold and issued the remaining 500 shares
of Series 2 Preferred Stock. The transaction is exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule
506 promulgated under Regulation D of the Securities Act and corresponding provisions of state securities laws on the basis that (i)
the offering was made through direct communication and did not include any general advertising or general solicitation (ii) the sophistication
of the offeree and financial ability to bear risks (iii) the extensive disclosure provided by Chanticleer to the offeree.
On
December 31, 2018, the Company entered into an amendment to its 8% debentures with the debenture holders, extending the maturity date
of the debentures. As part of the transaction, each holder received new warrants to purchase that number of shares of common stock equal
to 20% of the principal amount of such holder’s debenture (for an aggregate of warrants to issue an additional 46,154 shares of
common stock). The new warrants have an exercise price of $58.50, were not exercisable for a period of six months and are otherwise substantially
identical to the warrants issued to the debenture holders on May 4, 2017. The issuance of the warrants was exempt from registration provisions
of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2).
Pursuant
to a Securities Purchase Agreement dated May 3, 2018, the Company accepted subscriptions to purchase 15,508 shares of common stock (the
“Shares”) at a purchase price of $91.00 per Share, for a total gross purchase price of approximately $1,411,001 in a registered
direct offering. The company also agreed to issue unregistered 5 ½ year warrants to purchase up to 15,508 shares of common stock
(“Warrants”) to the investors in a concurrent private placement at an exercise price of $117.00 per share. The company agreed
to register the resale of the common shares underlying the Warrants. The Warrants are exercisable for cash in full commencing six months
after the issuance date. If a registration statement covering the shares underlying the warrants is not available at the time of exercise,
the warrants may be exercised on a cashless basis. The Warrants were not registered under the Securities Act of 1933, as amended (the
“Securities Act”), but qualified for exemption under Rule 506(b), promulgated under Regulation D of the Securities Act. The
Warrants are exempt from registration because their issuance did not involve a “public offering,” as defined in Section 4(a)(2)
of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering
and number of securities offered.
Item
16. Exhibits.
The
list of exhibits following the signature page of this registration statement is incorporated by reference herein.
Item
17. Undertakings.
(1)
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The
undersigned registrant hereby undertakes:
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(a)
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To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
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(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement;
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(b)
|
That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c)
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To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
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(d)
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That,
for the purpose of determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities, the undersigned registrant hereby
undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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(2)
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The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(3)
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The
undersigned registrant hereby undertakes that:
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(a)
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For
purposes of determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance on Rule 430A
and contained in a form of prospectus filed by the undersigned registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
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(b)
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For
the purpose of determining any liability under the Securities Act, each post-effective amendment
that contains a form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(4)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Princeton, State of New Jersey, on August 16, 2021.
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SONNET BIOTHERAPEUTICS HOLDINGS, INC.
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By:
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/s/
Pankaj Mohan
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Pankaj
Mohan
Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 16,
2021, in the capacities indicated.
Signature
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Title
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/s/
Pankaj Mohan
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Chief
Executive Officer and
Chairman
(Principal Executive Officer)
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Pankaj
Mohan
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*
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Chief
Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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Jay
Cross
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*
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Director
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Nailesh
Bhatt
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*
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Director
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Albert
Dyrness
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*
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Director
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Donald
Griffith
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*
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Director
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Raghu
Rao
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*By:
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/s/ Pankaj Mohan, Attorney-in-Fact
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EXHIBIT
INDEX
Exhibit
No.
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Description
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1.1*
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Form of Underwriting Agreement
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2.1
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Agreement and Plan of Merger, dated October 10, 2019, by and among the Company, Sonnet Sub. and Merger Sub (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed on October 11, 2019, and incorporated herein by reference).#
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2.2
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Amendment No. 1 to Agreement and Plan of Merger, dated February 7, 2020, by and among the Company, Sonnet Sub and Merger Sub (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed on February 7, 2020, and incorporated herein by reference).
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2.3
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Share Exchange Agreement, between Sonnet BioTherapeutics, Inc. and Relief Therapeutics Holding SA, dated August 9, 2019 (incorporated by reference to Exhibit 2.10 to the Company’s Registration Statement on Form S-4 filed with the SEC on November 27, 2019).#
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3.1
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Certificate of Incorporation, as amended, of Sonnet BioTherapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
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3.2
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Bylaws of Sonnet BioTherapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-4/A (Registration No. 333-235301), filed with the SEC on February 7, 2020).
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4.1
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Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 333-178307), filed with the SEC on December 2, 2011).
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4.2
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Form of Warrant dated May 4, 2017 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K, filed with the SEC on May 5, 2017).
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4.3
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Spin-Off Entity Warrant, dated April 1, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2020).
|
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4.4
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Form of Sonnet BioTherapeutics, Inc. Converted Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020).
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4.5
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Form of Series A/B Warrants (incorporated by reference to Exhibit 4.16 to the Company’s Registration Statement on Form S-4/A filed with the SEC on February 7, 2020).
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4.6
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Form of Series C Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on August 4, 2020).
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4.7
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Registration Rights Agreement, dated February 7, 2020, by and between the Company and certain investors named therein (incorporated by reference to Exhibit 4.17 to the Company’s Registration Statement on Form S-4/A filed with the SEC on February 7, 2020).
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4.8*
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Form of Pre-Funded Warrant.
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4.9*
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Form of Underwriter Warrant.
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4.10*
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Form of Common Warrant.
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5.1*
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Opinion of Lowenstein Sandler LLP.
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10.1
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Common Stock Purchase Agreement, between GEM Global Yield Fund LLC SCS and Sonnet BioTherapeutics, Inc., dated August 6, 2019 (incorporated by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-4 filed with the SEC on November 27, 2019).
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10.2
|
|
Amendment to Common Stock Purchase Agreement, between GEM Global Yield Fund LLC SCS and Sonnet BioTherapeutics, Inc., dated September 25, 2019 (incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-4 filed with the SEC on November 27, 2019).
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10.3
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Side Letter and Amendment No. 2 to Common Stock Purchase Agreement, between GEM Global Yield Fund LLC SCS, Sonnet BioTherapeutics, Inc. and Chanticleer Holdings, Inc., dated February 7, 2020 (incorporated by reference to Exhibit 10.60 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020).
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10.4
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Employment Agreement, between Pankaj Mohan and Sonnet BioTherapeutics, Inc., dated December 31, 2018 (incorporated by reference to Exhibit 10.56 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020). †
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10.5
|
|
Employment Agreement, between John Cini and Sonnet BioTherapeutics, Inc., dated January 10, 2020 (incorporated by reference to Exhibit 10.58 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020). †
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10.6
|
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Employment Agreement, between Jay Cross and Sonnet BioTherapeutics, Inc., dated January 10, 2020 (incorporated by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020). †
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10.7
|
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Employment Agreement, between Susan Dexter and the Company, dated April 1, 2020 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2020). †
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10.8
|
|
Offer Letter, between Donald Griffith and Sonnet BioTherapeutics, Inc., dated January 1, 2019 (incorporated by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020). †
|
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10.9
|
|
Sonnet BioTherapeutics Holdings, Inc. 2020 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 20, 2020). †
|
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10.10
|
|
Form of Restricted Stock Unit Award (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (file No. 001-35570), filed with the SEC on July 9, 2020). †
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|
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10.11
|
|
License Agreement, between Ares Trading SA and Relief Therapeutics SA, dated August 28, 2015 (incorporated by reference to Exhibit 10.51 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020).***
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|
|
|
10.12
|
|
Discovery Collaboration Agreement, between XOMA (US) LLC and Oncobiologics, Inc., dated July 23, 2012 (incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020).***
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|
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10.13
|
|
Amendment of Discovery Collaboration Agreement, between XOMA (US) LLC and Sonnet BioTherapeutics, Inc., dated May 7, 2019 (incorporated by reference to Exhibit 10.53 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020).***
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10.14
|
|
Securities Purchase Agreement, dated as of February 7, 2020, by and among Chanticleer Holdings, Inc., Sonnet BioTherapeutics, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.64 to the Company’s Registration Statement on Form S-4 filed with the SEC on February 7, 2020).
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10.15
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Form of Warrant Exercise and Omnibus Amendment Agreement, dated as of August 3, 2020, by and between Sonnet BioTherapeutics Holdings, Inc. and the Holders (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No. 001-35570), filed with the SEC on August 4, 2020).
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10.16
|
|
Assignment and Assumption Employment Agreements by Sonnet BioTherapeutics Holdings, Inc., effective April 1, 2020 (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
|
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10.17
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Amendment No. 1 to Executive Employment Agreement, between Pankaj Mohan and the Company, dated November 23, 2020 (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
|
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10.18
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Amendment No. 1 to Executive Employment Agreement, between John Cini and the Company, dated November 23, 2020 (incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
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10.19
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
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21.1
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|
Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K, filed with the SEC on December 17, 2020).
|
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23.1*
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Consent of KPMG LLP
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23.2*
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|
Consent of Mazars SA
|
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23.3*
|
|
Consent of Lowenstein Sandler LLP (included as part of Exhibit 5.1).
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|
|
|
24.1
|
|
Power
of attorney (included in the signature page to the Company’s registration statement
on Form S-1 filed with the Commission on July 22, 2021)**
|
*
|
Filed
herewith.
|
**
|
Previously
filed.
|
***
|
Filed
herewith; portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. A copy of any omitted portions
will be furnished to the Securities and Exchange Commission upon request.
|
#
|
The schedules
and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or
exhibit will be furnished to the Securities and Exchange Commission upon request.
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