DEFA14A: Sonnet BioTherapeutics Adjourns Special Meeting

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

Summary

• Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN) adjourned its special meeting of stockholders on November 18, 2025.
• 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 adjourned meeting will be held on December 2, 2025, at 9:00 a.m. Eastern Time.
• The record date for the Special Meeting remains October 20, 2025.

Sentiment

Score: 5

Explanation: The sentiment is mixed. While a high percentage (over 95%) of *voted* shares are in favor of the business combination, the necessity to adjourn the meeting due to not meeting the overall outstanding share threshold is a negative. The Nasdaq listing approval for HSI is a positive, but the delay in the core transaction creates uncertainty.

Positives

• More than 95% of the shares that have been voted on the business combination proposal are in favor.
• Hyperliquid Strategies Inc's (HSI) shares have been approved for listing by Nasdaq.

Negatives

• The special meeting was adjourned because the company had not yet secured enough votes to meet the required threshold of a majority of all outstanding shares for the transaction approval.

Future Outlook

The Company's Board of Directors continues to believe that all proposals are advisable and in the best interests of stockholders. HSI's CEO expressed excitement about the opportunity and potential of the Hyperliquid blockchain, while remaining focused on finalizing the Business Combination.

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 and Co-Founder & CIO of Atlas Merchant Capital.
• "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 and Co-Founder & CIO of Atlas Merchant Capital.

Industry Context

Sonnet BioTherapeutics operates in the oncology-focused biotechnology sector, utilizing its proprietary FHAB platform. The proposed business combination with Hyperliquid Strategies Inc introduces a potential diversification into the blockchain technology sector, as HSI's CEO highlighted the potential of the Hyperliquid blockchain. This suggests a strategic move for Sonnet beyond its core biotech focus, potentially leveraging new technologies or markets.

Stakeholder Impact

• Shareholders: Will need to cast their votes by the new meeting date. The delay creates uncertainty regarding the business combination's completion.
• Management: Focused on soliciting additional votes and finalizing the business combination.

Next Steps

• Solicit additional votes from stockholders for the proposed business combination.
• Hold the adjourned Special Meeting on December 2, 2025.
• Finalize the Business Combination.

Key Dates

Recommendation

The adjournment of a critical vote, even with a high 'for' percentage among those who voted, introduces uncertainty and a delay in the business combination. While the Nasdaq approval for HSI is positive, the immediate focus should be on whether the company can secure the necessary votes. Investors should hold to see the outcome of the rescheduled meeting before making further investment decisions, as the completion of the merger is still pending.

Keywords

Sonnet BioTherapeutics, Hyperliquid Strategies, Rorschach I LLC, Business Combination, Merger, Proxy Statement, Stockholder Meeting, NASDAQ Listing, Biotechnology, Oncology, Blockchain