8-K filed December 3, 2025, 6:59 PM ET CIK 0001106838

M&A confidence high sentiment neutral materiality 0.90

Sonnet BioTherapeutics closes business combination with Hyperliquid Strategies; HSI to trade as PURR

Sonnet BioTherapeutics Holdings, Inc.

Exchange ratio: each Sonnet share becomes one-fifth HSI share plus one CVR; PIPE of 239.9M shares at $1.25 closed pre-closing.
HSI common stock begins trading on Nasdaq as "PURR" on Dec 3; Sonnet stock delisted.
David Schamis named CEO of HSI; board includes Bob Diamond, Jeff Tuder, Eric Rosengren, Thomas King, Larry Leibowitz, Nailesh Bhatt, Albert Dyrness.
HSI to operate as a HYPE digital asset treasury reserve company, focusing on token accumulation and yield optimization.

item 2.01 item 3.01 item 3.03 item 3.02 item 5.01 item 5.02 item 5.03 item 5.07 item 7.01 item 9.01

Machine-readable event card

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company_name: Sonnet BioTherapeutics Holdings, Inc.
filed_at: 2025-12-03T23:59:59+00:00
discovered_at: 2026-05-14T18:02:38.805732+00:00
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Source-grounded claims

beb924d9000c2cda8be306b77720bced35e65a58

Sonnet BioTherapeutics Holdings, Inc.: Increased authorized common stock to 500,000,000 shares.

Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

d8af34180db7d2740751b2920d816a8b2e9f2f57

Sonnet BioTherapeutics Holdings, Inc. underwent a change of control involving Hyperliquid Strategies Inc (closed 2025-12-02).

On December 2, 2025 (the “Closing Date”), Sonnet BioTherapeutics Holdings, Inc. (“Sonnet”) completed its previously announced business combination (the “Closing”), pursuant to the Business Combination Agreement, dated as of July 11, 2025 (as amended on September 22, 2025, the “BCA”), by and among the Company, Hyperliquid Strategies Inc (“HSI”), Rorschach I LLC (“Rorschach”), TBS Merger Sub Inc. (“Sonnet Merger Sub”) and Rorschach Merger Sub, LLC (“Rorschach Merger Sub”).

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

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Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

Comparable filing

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FARMER BROTHERS CO May 5, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

Comparable filing

the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.02, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

Comparable filing

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

Sonnet filed a Certificate of Amendment to Sonnet’s Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to increase the number of shares of common stock authorized for issuance thereunder to 500,000,000 shares, each share of common stock having a par value of $0.0001.

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FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On December 2, 2025 (the “Closing Date”), Sonnet BioTherapeutics Holdings, Inc. (“Sonnet”) completed its previously announced business combination (the “Closing”), pursuant to the Business Combination Agreement, dated as of July 11, 2025 (as amended on September 22, 2025, the “BCA”), by and among the Company, Hyperliquid Strategies Inc (“HSI”), Rorschach I LLC (“Rorschach”), TBS Merger Sub Inc. (“Sonnet Merger Sub”) and Rorschach Merger Sub, LLC (“Rorschach Merger Sub”).

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Source: SEC EDGAR

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