UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2019
Commission File Number 001-35570
SONNET BIOTHERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in the charter)
Delaware | 20-2932652 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification Number) |
100 Overlook Center, Suite 102
Princeton, New Jersey 08540
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(609) 375-2227
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 Par Value | SONN | The Nasdaq Stock Market LLC |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No.
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller reporting company [X]
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No.
The aggregate market value of the voting stock held by non-affiliates was $4.3 million based on the closing sale price of the Company’s Common Stock as reported on the NASDAQ Stock Market on June 30, 2019.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 477,037 shares of common stock issued and outstanding as of March 16, 2020.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Sonnet BioTherapeutics Holdings, Inc. for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on March 19, 2020 (the “Original Form 10-K”) is being filed only for the purpose of filing Exhibit 4.12, which was inadvertently omitted from the Original Form 10-K.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
Part IV
Item 15: Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The following financial statements of Chanticleer Holdings, Inc. are contained in Item 8 of this Form 10-K:
● | Report of Independent Registered Public Accounting Firm | |
● | Consolidated Balance Sheets at December 31, 2019 and 2018 | |
● | Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2019 and 2018 | |
● | Consolidated Statements of Stockholders’ Equity at December 31, 2019 and 2018 | |
● | Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018 | |
● | Notes to the Consolidated Financial Statements |
(a)(2) Financial Statements Schedules.
Financial Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the Financial Statements.
(a)(3) Exhibits Filed.
The exhibits listed in the accompanying Exhibit Index are filed as a part of this report.
(b) Exhibits.
See Exhibit Index.
(c) Separate Financial Statements and Schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SONNET BIOTHERAPEUTICS HOLDINGS, INC. | ||
By: | /s/ Pankaj Mohan | |
Pankaj Mohan, Chairman, President a | ||
Dated April 22, 2020 | and Chief Executive Officer | |
EXHIBIT INDEX
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
* Indicates a management contract or compensatory plan or arrangement
+ Previously filed or furnished, as applicable, with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-35570), filed with the Commission on March 19, 2020.
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-35570. Prior to June 7, 2012, our SEC file number reference was 000-29507.