Sonnet BioTherapeutics to merge with Hyperliquid-backed Rorschach; existing holders to own ~1.2% of Pubco

Sonnet BioTherapeutics Holdings, Inc.

Sonnet stockholders receive 1 Pubco share + 1 CVR per share; Rorschach equityholders contribute ≥$200M HYPE tokens.
Pubco to hold ~$583M in HYPE tokens and ≥$305M cash at close; $5.5M Initial PIPE plus $2M bridge conversion.
Post-close, Rorschach/Subscribers own ~98.8% of Pubco; existing Sonnet holders ~1.2% (including PIPE investors).
Closing expected H2 2025; subject to SEC registration, Nasdaq listing, and Sonnet stockholder approval.
Chardan Capital Markets receives 7% of gross Closing PIPE proceeds; $2.5M termination fee if Sonnet board changes recommendation.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sonnet BioTherapeutics Holdings, Inc.: Filed certificate of designations designating Series 5 Preferred Stock with rights, preferences, and limitations (effective 2025-07-11).

Change: charter amendment
Effective: 2025-07-11

Exact text from the filing

the Company filed a certificate of designations (the “Certificate of Designations”) on July 11, 2025, with the Delaware Secretary of State designating the rights, preferences and limitations of the shares of the Series 5 Preferred Stock.

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Source: SEC EDGAR

accession 0001641172-25-018877

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