Sonnet BioTherapeutics (SONN) Prices $15M Offering of Common Stock, Warrants

Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN) ("Sonnet" or the "Company"), a clinical-stage company developing innovative targeted biologic drugs, today announced the pricing of an underwritten public offering of 13,888,888 shares of common stock or common stock equivalents (which includes pre-funded warrants to purchase shares of common stock in lieu of shares of common stock) and investor warrants to purchase up to an aggregate of 27,777,776 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) is being sold together with one investor warrant to purchase two shares of common stock at a combined offering price of $1.08, for total gross proceeds of approximately $15.0 million, before underwriting discounts and commissions and offering expenses payable by Sonnet. The investor warrants have an exercise price of $1.08 per share, are exercisable for a period of five years and contain an alternative cashless exercise provision whereby, subject to certain conditions, a warrant may be exchanged cashlessly for shares of common stock at the rate of half a share of common stock per full share otherwise issuable upon a cash exercise. The offering is expected to close on or about February 10, 2023, subject to the satisfaction or waiver of customary closing conditions.

Chardan and EF Hutton, a division of Benchmark Investments, LLC, are acting as joint book-running managers in connection with the offering.

Sonnet anticipates using the net proceeds from the offering for research and development, including clinical trials, working capital and general corporate purposes.

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