Sonnet Biotherapeutics Holdings Inc.

09/12/2024 | Press release | Distributed by Public on 09/12/2024 15:15

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 12, 2024, Sonnet BioTherapeutics Holdings, Inc. (the "Company") held an annual meeting of stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting were the following proposals: (1) to elect six directors to the Company's Board of Directors (the "Board") to hold office for the following year until their successors are elected, (2) to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company's issued and outstanding common stock, par value $0.0001 per share (the "Common Stock"), pursuant to the Company's ChEF Purchase Agreement with Chardan Capital Markets LLC, (3) to adopt and approve an amendment to the Company's Certificate of Incorporation, as amended (the "Charter"), to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock at a specific ratio, ranging from one-for-two (1:2) to one-for-twelve (1:12), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board without further approval or authorization of the Company's stockholders, and (4) to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending September 30, 2024.

At the Annual Meeting, the foregoing stockholder proposals were approved, based upon an aggregate of 5,202,505 shares of Common Stock outstanding as of August 9, 2024, which was the record date for the Annual Meeting. The final voting results were as follows:

1. The votes cast with respect to the proposal to elect six directors to the Board to hold office for the following year until their successors are elected were as follows:
For Withheld

Broker

Non-Votes

Pankaj Mohan, Ph.D. 2,110,969 79,445 1,032,401
Nailesh Bhatt 2,117,311 73,102 1,032,402
Albert Dyrness 2,117,794 72,619 1,032,402
Donald Griffith 2,116,959 73,454 1,032,402
Raghu Rao 2,105,009 85,404 1,032,402
Lori McNeill 2,129,372 61,043 1,032,400
2. The proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company's issued and outstanding Common Stock pursuant to the Company's ChEF Purchase Agreement with Chardan Capital Markets LLC was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
1,875,768 308,740 8,784 1,029,523
3. The proposal to adopt and approve an amendment to the Charter to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twelve (1:12), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
2,711,178 484,719 26,917 1
4. The proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending September 30, 2024 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes:
Votes For Votes Against Abstentions Broker Non-Votes
3,146,034 68,722 8,059 0