Sonnet BioTherapeutics (SONN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 12, 2024, to be held virtually for all shareholders.

• Key proposals include director elections, approval of a major equity issuance, a reverse stock split, and auditor ratification.

• Shareholders of record as of August 9, 2024, are eligible to vote on all matters.

• Proxy materials and annual report are available online for review.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2025 Annual Meeting.

• Approval to issue more than 20% of outstanding common stock under a ChEF Purchase Agreement with Chardan Capital Markets LLC.

• Approval of a reverse stock split at a ratio between 1:2 and 1:12, to be determined by the Board, to maintain Nasdaq listing.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending September 30, 2024.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members, with a mix of industry, financial, and entrepreneurial backgrounds.

• Four directors are considered independent under Nasdaq and SEC rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board met four times in fiscal 2023; all directors attended at least 75% of meetings.

• No formal board diversity policy, but diversity matrix disclosed per Nasdaq standards.