Form 4: Sonnet BioTherapeutics CBO Reports Post-Merger Stock Changes

Sonnet BioTherapeutics' Chief Business Officer, Stephen J. McAndrew, reported the disposition of 6,446 common shares following the company's business combination with Hyperliquid Strategies Inc.

Summary

• Stephen J. McAndrew, Chief Business Officer of Sonnet BioTherapeutics Holdings, Inc., reported changes in his beneficial ownership of common stock.
• On December 2, 2025, pursuant to a Business Combination Agreement (BCA) dated July 11, 2025, Sonnet BioTherapeutics merged into Company Merger Sub, which then became a direct wholly-owned subsidiary of Hyperliquid Strategies Inc. (HSI).
• McAndrew disposed of 6,446 shares of Sonnet BioTherapeutics common stock.
• Following this transaction, his beneficial ownership of Sonnet BioTherapeutics common stock is 0 shares.
• The disposed shares included 6,000 restricted stock units granted on July 11, 2025, which vested at the effective time of the merger, and 446 previously vested restricted stock units.
• Each restricted stock unit was exchanged for one-fifth of a share of HSI Common Stock and one Contingent Value Right (CVR).
• All reported amounts reflect a 1:22 reverse stock split effective August 31, 2023, and a 1:8 reverse stock split effective September 30, 2024.

Sentiment

Score: 6

Explanation: The filing reports the completion of a business combination, which is a significant strategic event. While the Form 4 itself is a factual report of ownership change, the underlying merger typically implies strategic intent and potential for future value, hence a slightly positive sentiment for the completion of the transaction.

Positives

• Completion of the Business Combination Agreement, indicating a strategic transaction has been finalized.
• Restricted stock units held by the Chief Business Officer vested as a result of the merger, converting into HSI Common Stock and CVRs.

Negatives

• The reporting person, Stephen J. McAndrew, no longer beneficially owns common stock in Sonnet BioTherapeutics Holdings, Inc. directly, as his holdings were exchanged for shares in the acquiring entity, Hyperliquid Strategies Inc.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The business combination described in the filing involves multiple entities (Sonnet BioTherapeutics Holdings, Inc., Rorschach I LLC, Hyperliquid Strategies Inc., TBS Merger Sub Inc., and Rorschach Merger Sub, LLC) and results in the exchange of securities, which is a significant transaction between related parties in the context of the merger.

Stakeholder Impact

• Shareholders of Sonnet BioTherapeutics: Their shares were exchanged for Hyperliquid Strategies Inc. Common Stock and Contingent Value Rights (CVRs) as a result of the merger.
• Employees (specifically Stephen J. McAndrew): His restricted stock units vested and converted into HSI securities and CVRs.

Key Dates

Keywords

Sonnet BioTherapeutics, Hyperliquid Strategies Inc., Business Combination Agreement, merger, Form 4, beneficial ownership, restricted stock units, insider transaction, Stephen J. McAndrew, SONN