Material Event (Form 8-K)

Item 8.01. Other Events.

As previously reported, on May 30, 2025, Sonnet Biotherapeutics Holdings, Inc. (the "Company") received a deficiency notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with the $2.5 million minimum stockholders' equity requirement for continued listing of the Company's common stock, par value $0.0001 per share (the "Common Stock"), on Nasdaq, as set forth in Nasdaq Listing Rule 5550(b)(1) (the "Minimum Stockholders' Equity Rule").

Also as previously reported, on July 15, 2025, the Company closed the private placement offering, as reported on July 14, 2025, for gross proceeds of approximately $5.5 million (the "PIPE Proceeds"). In addition to the PIPE Proceeds, as of July 18, 2025, the Company has received proceeds of approximately $10.5 million in connection with the exercise of outstanding warrants (the "Warrant Proceeds" and together with the PIPE Proceeds, the "Proceeds").

On July 18, 2025, the Company filed a Current Report on Form 8-K (the "Form 8-K Report") stating that as of the date of the Form 8-K Report, the Company believes that it has stockholders' equity in excess of the $2.5 million required pursuant to the Minimum Stockholders' Equity Rule as a result of the Proceeds.

On July 23, 2025, the Company received a letter from Nasdaq stating that based on the Form 8-K Report, the Staff has determined that the Company complies with the Minimum Stockholders' Equity Rule. The letter also stated that Nasdaq will continue to monitor the Company's ongoing compliance with the Minimum Stockholders' Equity Rule and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting. At that time, Staff will provide written notification to the Company, which may then appeal Staff's determination to a Hearings Panel.