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").

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 the date of this report, the Company has received proceeds of approximately $10.5 million in connection with the exercise of outstanding warrants.

As a result, the Company believes that, as of the date of this report, it has stockholders' equity in excess of the $2.5 million required pursuant to the Minimum Stockholders' Equity Rule. The Company must await the Staff's formal confirmation that it has evidenced compliance with the Minimum Stockholders' Equity Rule.

As of the date of this report, the Company has 6,264,165 shares of issued and outstanding Common Stock.