Sonnet BioTherapeutics (SONN) Proxy Filing summary

Executive summary

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

• Four key proposals: election of six directors, approval of stock issuance under a committed equity facility, approval of a reverse stock split, and ratification of the external auditor.

• Board recommends voting in favor of all proposals, citing best interests of shareholders.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors for a one-year term.

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

• Proposal to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1:2 and 1:12, at the Board's discretion within one year.

• Proposal to ratify KPMG LLP as the independent registered public accounting firm for the 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 and Corporate Governance, all composed of independent directors.

• 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 requirements.