United States securities and exchange commission logo
June 5, 2020
Pankaj Mohan, Ph.D.
Chief Executive Officer and Chairman
Sonnet BioTherapeutics Holdings, Inc.
100 Overlook Center, Suite 102
Princeton, NJ 08540
Re: Sonnet
BioTherapeutics Holdings, Inc.
Registration
Statement on Form S-3
Correspondence
dated May 26, 2020
File No. 333-237795
Dear Dr. Mohan:
We have reviewed your May 26, 2020 response to our comment letter
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
19, 2020 letter.
Response dated May 26, 2020
General
1. We note your response
to prior comment 14, which we reissue. We do not agree with
your conclusion that
you satisfy the eligibility requirements to use Form S-3 as the
financial statements of
Sonnet BioTherapeutics, Inc. have not been included in materials
required to be filed
pursuant to Section 13, 14 and 15(d) for a period of at least twelve
calendar months
immediately preceding the filing of the registration statement on Form S-
3. Please refile this
offering on Form S-1. When you refile, please also consider your
eligibility to
incorporate by reference. See General Instruction VII of Form S-1.
2. We note your response
to prior comment 15. We do not agree with your conclusion that
the offering is
appropriately characterized as a resale offering in light of the reset
provisions of the
warrants that provide for the issuance of additional common shares as set
Pankaj Mohan, Ph.D.
Sonnet BioTherapeutics Holdings, Inc.
June 5, 2020
Page 2
forth in your response letter. Given the size of this resale offering
relative to the
outstanding shares of common stock held by non-affiliates, we believe
that this transaction
is an indirect primary offering by or on behalf of the company. Since you
are not eligible
to conduct a primary offering on Form S-3 in reliance on General
Instruction I.B.1 of
Form S-3, you are ineligible to conduct a primary at-the-market offering
pursuant to Rule
415(a)(4). Accordingly, please revise to establish a fixed price for the
shares and disclose
that the selling shareholders are underwriters.
You may contact Eric Atallah at 202-551-3663 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNamePankaj Mohan, Ph.D.
Division of
Corporation Finance
Comapany NameSonnet BioTherapeutics Holdings, Inc.
Office of Life
Sciences
June 5, 2020 Page 2
cc: Steven M. Skolnick, Esq.
FirstName LastName