425: Sonnet BioTherapeutics Adjourns Special Meeting

Sonnet BioTherapeutics Holdings, Inc. has adjourned its special meeting of stockholders to allow more time for voting on its proposed business combination with Hyperliquid Strategies Inc.

Summary

• Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN) adjourned its special meeting of stockholders.
• The adjournment aims to provide stockholders additional time to vote on the proposed business combination with Hyperliquid Strategies Inc (HSI) and Rorschach I LLC.
• More than 95% of the shares that have been voted on the Business Combination proposal are in favor.
• The Company's Board of Directors unanimously recommends that stockholders vote FOR all proposals on the agenda.
• The special meeting has been adjourned to December 2, 2025, at 9:00 a.m. Eastern Time.
• The record date for the Special Meeting remains October 20, 2025.

Sentiment

Score: 4

Explanation: While the high percentage of votes in favor (95% of those voted) and Nasdaq approval for HSI are positive, the necessity to adjourn the meeting due to insufficient overall votes (not meeting the majority of all outstanding shares threshold) introduces uncertainty and a delay in a critical strategic transaction. This indicates a hurdle that needs to be overcome, slightly dampening the overall sentiment despite the positive voting trend.

Positives

• More than 95% of the shares voted on the Business Combination proposal have been cast in favor.
• Hyperliquid Strategies Inc.'s (HSI) shares have received approval for listing by Nasdaq.

Negatives

• The special meeting was adjourned, causing a delay in the proposed business combination.
• The company has not yet met the required threshold for transaction approval, which is a majority of all outstanding shares.

Risks

• Failure to meet the required threshold for transaction approval of a majority of all outstanding shares could prevent the Business Combination from being finalized.
• The delay in finalizing the Business Combination introduces uncertainty regarding its completion.

Future Outlook

Management remains focused on finalizing the Business Combination and is incredibly excited about the opportunity and potential of the Hyperliquid blockchain.

Management Comments

• "While we regret the delay, we are pleased that of the stockholders who have voted on the transaction proposal to date, more than 95% have voted in favor of the Business Combination." David Schamis, Chief Executive Officer of HSI and Co-Founder & CIO of Atlas Merchant Capital.
• "Further good news is that HSIs shares have been approved for listing by Nasdaq." David Schamis, Chief Executive Officer of HSI.
• "While we remain focused on finalizing the Business Combination, we are also incredibly excited about the opportunity and the potential of the Hyperliquid blockchain." David Schamis, Chief Executive Officer of HSI.
• The Company's Board of Directors continues to believe that all of the proposals contained in the proxy statement are advisable and in the best interests of the Company's stockholders to consider and act upon.
• The Company's Board of Directors unanimously recommends that stockholders vote FOR all proposals on the agenda.

Industry Context

The proposed business combination involves an oncology-focused biotechnology company (Sonnet) and a blockchain strategies company (Hyperliquid Strategies Inc.), suggesting a strategic diversification or a financial services-driven acquisition. The adjournment of a special meeting due to insufficient votes, despite strong support from those who have voted, is a common procedural challenge in complex M&A transactions, highlighting the importance of broad shareholder engagement.

Stakeholder Impact

• Shareholders: Face a delay in the completion of the business combination and are required to cast additional votes, potentially impacting the timeline for realizing value from the transaction.
• Management/Employees: Must continue to focus efforts on securing the necessary votes and finalizing the transaction, which could affect operational focus.
• Hyperliquid Strategies Inc. (HSI): Experiences a delay in the completion of the merger, although its shares have received positive news regarding Nasdaq listing approval.

Next Steps

• Solicit additional votes from stockholders to meet the required threshold for transaction approval.
• Hold the adjourned special meeting on December 2, 2025, to vote on the business combination and other proposals.
• Finalize the Business Combination with Hyperliquid Strategies Inc. and Rorschach I LLC.

Key Dates

Recommendation

The delay in the special meeting for the business combination introduces uncertainty, but the high percentage of votes already cast in favor (over 95%) and HSI's Nasdaq listing approval are positive signals. Investors should hold to see if the required majority of outstanding shares is achieved by the adjourned meeting date, as the underlying strategic rationale for the merger appears to have strong support from those who have voted. The current situation is a procedural hurdle rather than a fundamental rejection of the deal.

Keywords

Sonnet BioTherapeutics, Hyperliquid Strategies, Business Combination, Merger, Special Meeting, Adjournment, Stockholder Vote, Nasdaq Listing, Biotechnology, Oncology, FHAB, Atlas Merchant Capital