8-K: Sonnet BioTherapeutics Delays Merger Vote

Sonnet BioTherapeutics Holdings, Inc. adjourned its special meeting of stockholders to December 2, 2025, seeking more votes for its proposed business combination with Hyperliquid Strategies Inc and Rorschach I LLC.

Summary

• Sonnet BioTherapeutics Holdings, Inc. (SONN) adjourned its special meeting of stockholders to December 2, 2025, at 9:00 a.m. Eastern Time.
• The adjournment aims to provide additional time for stockholders to vote on the proposed business combination with Hyperliquid Strategies Inc (HSI) and Rorschach I LLC, and other related proposals.
• The company needs to solicit additional votes to meet the required threshold for transaction approval, which is a majority of all outstanding shares.
• As of November 18, 2025, over 95% of the shares that have already been voted on the business combination proposal were in favor.
• HSI's shares have been approved for listing by Nasdaq upon the consummation of the proposed business combination.
• The record date for voting at the reconvened Special Meeting remains October 20, 2025.
• The Board of Directors unanimously recommends that stockholders vote FOR all proposals on the agenda.

Sentiment

Score: 4

Explanation: The adjournment of the special meeting due to insufficient votes for the business combination is a negative event, introducing uncertainty and delay. While the high percentage of votes *cast* in favor is positive, the failure to meet the overall threshold is a significant hurdle. The strategic pivot from biotech to blockchain also adds a layer of complexity and potential risk.

Positives

• Over 95% of shares already voted are in favor of the business combination, indicating strong support from engaged stockholders.
• HSI's shares have been approved for listing by Nasdaq, signifying a key regulatory milestone achieved for the combined entity.

Negatives

• The special meeting was adjourned because the company did not secure enough votes to meet the required threshold (a majority of all outstanding shares) for the business combination.
• This adjournment introduces a delay and uncertainty regarding the completion of the proposed merger.

Risks

• The proposed business combination with Hyperliquid Strategies Inc and Rorschach I LLC may not receive the necessary stockholder approval (majority of all outstanding shares), potentially leading to its failure.
• Failure to complete the business combination could negatively impact the company's strategic direction, financial stability, and future prospects.

Future Outlook

The company and Hyperliquid Strategies Inc (HSI) remain focused on finalizing the business combination, with HSI's shares already approved for Nasdaq listing upon consummation. The Board of Directors continues to believe the proposals are in the best interests of stockholders and is actively soliciting additional votes to secure approval for the merger.

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.
• "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.
• "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."

Industry Context

Sonnet BioTherapeutics, an oncology-focused biotechnology company, is pursuing a business combination with Hyperliquid Strategies Inc, which appears to be involved with a blockchain technology. This proposed merger represents a significant strategic shift for Sonnet, moving from a specialized biotech focus to a diversified entity with a blockchain component. The delay in stockholder approval highlights potential challenges in gaining consensus for such a transformative change, especially given the disparate industries involved.

Comparison to Industry Standards

• Mergers and acquisitions typically require a majority of outstanding shares for approval, making the current situation of needing to solicit more votes a common, albeit challenging, hurdle.
• The 95% approval rate among *voted* shares is high, suggesting strong support from engaged shareholders, but the overall outstanding share threshold remains unmet, which is a frequent issue in proxy solicitations where shareholder apathy can prevent quorum or approval.
• The approval of HSI's shares for Nasdaq listing is a standard pre-merger milestone, indicating regulatory progress for the combined entity.

Stakeholder Impact

• Shareholders are directly impacted by the delay and uncertainty of the business combination, which could significantly alter the company's future direction and value. They are being asked to vote again.
• Management is focused on securing the necessary votes to complete the strategic transaction.
• Employees may face potential impacts on future roles and company culture depending on the outcome of the merger and the strategic shift.

Next Steps

• The reconvened special meeting of stockholders will be held on December 2, 2025, at 9:00 a.m. Eastern Time.
• Company management will continue to solicit additional votes from stockholders for the proposed business combination and other proposals.
• Stockholders are urged to read the proxy statement/prospectus and other SEC filings for important information regarding the proposed transaction.

Key Dates

Recommendation

The adjournment of the special meeting introduces uncertainty regarding the completion of a significant business combination that would pivot the company from biotechnology to a blockchain focus. While a high percentage of *voted* shares are in favor, the failure to meet the overall outstanding share threshold is a material delay. Investors should hold pending the outcome of the reconvened meeting on December 2, 2025, and further clarity on the strategic direction and financial implications of the combined entity.

Keywords

Sonnet BioTherapeutics, Hyperliquid Strategies, Rorschach I LLC, Business Combination, Merger, Stockholder Meeting, Proxy Vote, Nasdaq Listing, Biotechnology, Blockchain