Sonnet BioTherapeutics, Inc. Publicizes $888 Million Rehmat Boutique  6e61544e bbd4 4d28 bd76 c6e5ceab56e6.png

Sonnet BioTherapeutics, Inc. Publicizes $888 Million


PRINCETON, N.J., July 14, 2025 (GLOBE NEWSWIRE) — Sonnet BioTherapeutics, Inc., (NASDAQ: SONN) (“Sonnet” or the “Firm”) at present introduced that it has entered right into a definitive settlement (the “Enterprise Mixture Settlement”, or the “BCA”) for a enterprise mixture (the “Enterprise Mixture”) with Rorschach I LLC (“Rorschach”), a newly-formed entity shaped by an entity affiliated with Atlas Service provider Capital LLC (“Atlas”), an affiliate of Paradigm Operations LP (“Paradigm”), and extra sponsors (all collectively, the “Sponsors”), to rework its enterprise by constructing a reserve of HYPE, the token of the Hyperliquid Layer-1 blockchain.

On the closing of the Enterprise Mixture, the newly-created entity is to be named Hyperliquid Methods Inc (“HSI”), which is anticipated to carry roughly 12.6 million HYPE tokens, representing $583 million in worth (based mostly on the spot value of HYPE shortly earlier than the signing of the Enterprise Mixture Settlement) and gross money invested of not less than $305 million, for a complete assumed closing worth of $888 million. The transaction contains participation by distinguished strategic traders, together with Paradigm, Galaxy Digital, Pantera Capital, D1 Capital, Republic Digital, and 683 Capital. HSI is anticipated to stay listed on the Nasdaq Capital Market (“Nasdaq”) underneath a brand new ticker image and change into a public cryptocurrency treasury firm upon the closing of the Enterprise Mixture.

Along with the $583 million of HYPE worth contributed, the gross money proceeds of $305 million on the closing of the Enterprise Mixture will allow HSI to amass considerably extra HYPE, creating one of many high strategic reserves of the HYPE token. Moreover, upon closing of the Enterprise Mixture, Bob Diamond, Co-founder and CEO of Atlas, will probably be named Chairman of the Board and David Schamis, CIO and Co-founder of Atlas, will probably be named Chief Government Officer of HSI. The events additionally count on to nominate a brand new Chief Monetary Officer and that new members will probably be added to the Board, together with Eric Rosengren, former President of the Boston Fed, along with two of Sonnet’s present impartial administrators.

On the closing of the Enterprise Mixture, HSI will enter right into a Sponsor Advisory Settlement (“SAA”) with Rorschach to assist develop the Firm’s enterprise operations by way of the combination of HYPE into its treasury administration technique.

Bob Diamond commented, “We’re delighted by this chance to accomplice with Sonnet in establishing a number one crypto treasury administration technique to in the end ship sturdy worth to shareholders. We consider HYPE and the Hyperliquid protocol characterize a really differentiated providing inside the digital asset area. We consider Hyperliquid Methods will probably be nicely positioned to maximise these alternatives due to our distinctive crew of traders and operators with deep, related crypto and monetary companies expertise.”

Matt Huang, Co-founder of Paradigm added, “Hyperliquid has damaged out as a crypto mission with actual fundamentals: sturdy core contributors, exacting product high quality, and meteoric development. We hear a lot of institutional demand for publicity to Hyperliquid, but the native token HYPE is troublesome to entry in the USA. We’re enthusiastic about this treasury technique, which we consider will contribute to the Hyperliquid ecosystem in some ways over time.”

Raghu Rao, Sonnet’s Interim Chief Government Officer commented, “Following an intensive overview, we consider this proposed mixture with Rorschach offers us with a novel and thrilling alternative. We can capitalize on the latest developments round digital property and equip Sonnet with funding to probably notice the long run worth of our current biotech property. We consider this transaction and the strategic choices it offers supply Sonnet and our shareholders with an revolutionary path ahead and the potential for important worth creation.”

Nailesh Bhatt, Chairman of the Board of Administrators of Sonnet added, “On behalf of the Sonnet Board, we’re extremely grateful to Raghu for stepping in as interim CEO and spearheading the operational and strategic efforts regardless of the turbulent occasions. We consider this transaction holds a variety of promise and alternative, and we’re dedicatedly working to carry it to fruition. Raghu together with the remainder of the management at Sonnet attributed important efforts into figuring out one of the best path ahead and we consider this transaction clearly represents simply that. We’re excited for the subsequent part forward and stay up for optimizing worth for all stakeholders.”

In reference to the signing of the Enterprise Mixture Settlement, Sonnet will elevate an combination $5.5 million in a personal placement to accredited traders by way of the issuance and sale of shares of non-voting convertible most popular inventory and warrants to buy shares of widespread inventory of Sonnet. The non-public placement is anticipated to shut on July 14, 2025. As well as, the $2.0 million principal quantity of convertible notes bought by Sonnet in June 2025 will convert into the shares of convertible most popular inventory and warrants on the closing of the non-public placement. The web proceeds from the raises will probably be utilized by Sonnet for common company functions and dealing capital necessities, together with the continued improvement of its biotech property and funding transaction bills associated to the Enterprise Mixture.

In parallel with its new cryptocurrency treasury technique, following the completion of the potential Enterprise Mixture, Sonnet will function as an entirely owned subsidiary of HSI and can proceed specializing in current property and enterprise strains, together with the event of SON-1010, whereas disposing of different property. In relation to its biotech property, widespread shareholders and sure different holders of fairness securities of document in Sonnet will obtain a CVR on the closing of Enterprise Mixture. Sonnet continues to have interaction in industrial partnering discussions targeted on its biotech property.

Earlier than factoring in any extra financings, it’s anticipated that present homeowners of Rorschach and different new traders at closing will personal roughly 98.8% of HSI and the legacy stockholders of SONN, together with the PIPE and bridge traders, will personal the remaining roughly 1.2%.

The Enterprise Mixture Settlement has been accepted by the governing boards of each corporations and is topic to approval by Sonnet stockholders and different customary closing circumstances. The closing of the Enterprise Mixture is anticipated to happen within the second half of this 12 months.

Chardan is appearing as sole placement agent to the transaction and unique monetary advisor to Rorschach in reference to the transaction. Greenberg Traurig, LLP is serving as authorized counsel to Rorschach in reference to the transactions and Lowenstein Sandler LLP is serving as authorized counsel to Sonnet. Lucid Capital Markets, LLC is offering a equity opinion to Sonnet’s board of administrators.

The securities described above have been provided in a personal placement pursuant to an relevant exemption from the registration necessities of the Securities Act of 1933, as amended (the “1933 Act”), and, together with the shares of widespread inventory issuable upon train, haven’t been registered underneath the 1933 Act, and is probably not provided or bought in the USA absent registration with the Securities and Trade Fee (“SEC”) or an relevant exemption from such registration necessities.

In regards to the HYPE Token

HYPE is the native token of the Hyperliquid layer one blockchain and is utilized in Hyperliquid’s customized consensus algorithm, HyperBFT. The Hyperliquid stack has two broad parts: HyperCore and HyperEVM. HyperCore contains totally on-chain perpetual futures and spot order books with ~200K orders / second at the moment being supported. HyperEVM is a general-purpose sensible contract platform that makes the liquidity and monetary primitives of HyperCore obtainable to customers and builders. As of July sixth, 2025, HYPE has change into the Thirteenth-largest cryptocurrency by market capitalization per Forbes.

About Sonnet BioTherapeutics, Inc.

Sonnet BioTherapeutics, Inc. is an oncology-focused biotechnology firm with a proprietary platform for innovating biologic medicine of single or bifunctional motion. Generally known as FHAB (Totally Human Albumin Binding), the expertise makes use of a completely human single chain antibody fragment (scFv) that binds to and “hitch-hikes” on human serum albumin (HSA) for transport to focus on tissues. Sonnet’s FHAB was designed to particularly goal tumor and lymphatic tissue, with an improved therapeutic window for optimizing the security and efficacy of immune modulating biologic medicine. FHAB is the muse of a modular, plug-and-play assemble for potentiating a variety of enormous molecule therapeutic lessons, together with cytokines, peptides, antibodies, and vaccines.

For extra info, please go to Sonnetbio.com.

About Atlas Service provider Capital LLC

Atlas Service provider Capital LLC was based to take part in compelling market alternatives within the monetary companies sector. Based mostly in New York and London, Atlas Service provider Capital was based by Bob Diamond and David Schamis, who, along with their companions, kind a complementary partnership with intensive working and investing experience throughout the monetary companies panorama.

For extra info, please go to www.atlasmerchantcapital.com.

About Paradigm Operations LP

Paradigm is a research-driven crypto funding agency that funds corporations and protocols from their earliest levels, usually when there’s not more than an thought. The agency was based in 2018 by Matt Huang and Fred Ehrsam on the idea that crypto is driving probably the most vital technical and financial shifts of our time, as cash, a monetary system, and a brand new web platform.

For extra info, please go to www.paradigm.xyz.

Necessary Data and The place to Discover It

In reference to the Enterprise Mixture, Sonnet, Rorschach count on {that a} registration assertion on Type S-4 will probably be filed with the SEC, containing a preliminary proxy assertion for Sonnet’s stockholders that may also represent a preliminary prospectus of HSI, the securities of that are anticipated to be listed on Nasdaq upon consummation of the Enterprise Mixture. After the registration assertion is asserted efficient, Sonnet will mail a definitive proxy assertion/prospectus to Sonnet’s stockholders. Sonnet and Rorschach urge traders, stockholders and different individuals to learn, when obtainable, the proxy assertion/prospectus, in addition to different paperwork filed with the SEC, as a result of these paperwork will include vital details about the proposed enterprise mixture transaction. Sonnet’s stockholders will have the ability to receive a free copy of the proxy assertion/prospectus (when obtainable) and different paperwork filed with the SEC by Sonnet or HSI, with out cost, by directing a request to: dongriffith@sonnetbio.com. These paperwork, as soon as obtainable, will also be obtained, with out cost, on the SEC’s site (http://www.sec.gov).

For extra info relating to the proposed Enterprise Mixture and associated transactions, please see Sonnet’s Present Report on Type 8-Okay filed with the SEC on July 14, 2025

Individuals within the Solicitation

Sonnet, Rorschach, HSI and their respective administrators, govt officers and different members of their administration and workers, underneath SEC guidelines, could also be deemed to be contributors within the solicitation of proxies of Sonnet stockholders in reference to the Enterprise Mixture. Buyers and safety holders might receive extra detailed info relating to the names, affiliations and pursuits of Sonnet’s administrators in its Annual Report on Type 10-Okay for the fiscal 12 months ended September 30, 2024, which was filed with the SEC on December 17, 2024. Data relating to the individuals who might, underneath SEC guidelines, be deemed contributors within the solicitation of proxies to Sonnet’s stockholders in reference to the proposed enterprise mixture will probably be set forth within the proxy assertion/prospectus for the Enterprise Mixture when obtainable. Data regarding the pursuits of Sonnet’s and Rorschach’s contributors within the solicitation, which can, in some instances, be completely different than these of Sonnet’s and Rorschach’s fairness holders typically, will probably be set forth within the proxy assertion/prospectus and different related supplies to be filed with the SEC referring to the Enterprise Mixture after they change into obtainable. These paperwork will be obtained freed from cost from the sources indicated above.

No Provide or Solicitation

This communication isn’t supposed to and shall not represent a suggestion to promote or the solicitation of a suggestion to promote or the solicitation of a suggestion to purchase any securities or the solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. No supply of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not topic to, such registration necessities.

Ahead-Trying Statements

This communication incorporates sure forward-looking statements inside the that means of the U.S. federal securities legal guidelines with respect to the Enterprise Mixture involving Sonnet and Rorschach, together with expectations, hopes, beliefs, intentions, plans, prospects, monetary outcomes or methods relating to Sonnet, Rorschach, HSI and the Enterprise Mixture and statements relating to the anticipated advantages and timing of the completion of the Enterprise Mixture, the property held by Rorschach, the worth and volatility of HYPE tokens, HSI’s itemizing on any securities trade, the macro and political circumstances surrounding HYPE tokens and cryptocurrency typically, HSI’s deliberate enterprise technique, use of proceeds of the Enterprise Mixture, goals of administration for future operations of HSI, the upside potential and alternative for traders, HSI’s plan for worth creation and strategic benefits, market dimension and development alternatives, regulatory circumstances, technological and market tendencies, future monetary situation and efficiency and anticipated monetary impacts of the Enterprise Mixture, the satisfaction of closing circumstances to the Enterprise Mixture, the CVR, and different expectations, intentions, methods, assumptions or beliefs of the events to the Enterprise Mixture about future occasions, outcomes of operations or efficiency or that don’t solely relate to historic or present info. These forward-looking statements typically are recognized by the phrases “consider,” “mission,” “count on,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “potential,” “plan,” “might,” “ought to,” “will,” “would,” “will probably be,” “will proceed,” “will doubtless end result,” and comparable expressions. Ahead-looking statements are predictions, projections and different statements about future occasions or circumstances which might be based mostly on present expectations and assumptions and, consequently, are topic to dangers and uncertainties. Many components may trigger precise future occasions to vary materially from the forward-looking statements on this press launch, together with, however not restricted to: the danger that the Enterprise Mixture is probably not accomplished in a well timed method or in any respect; the failure by the events to fulfill the circumstances to the consummation of the Enterprise Mixture, together with the approval of Sonnet’s shareholders; failure to understand the anticipated advantages of the Enterprise Mixture; the failure of HSI to acquire or preserve the itemizing of its securities on any securities trade after closing of the Enterprise Mixture; prices associated to the Enterprise Mixture and because of turning into a public firm; adjustments in enterprise, market, monetary, political and regulatory circumstances; dangers referring to HSI’s anticipated operations and enterprise, together with the extremely risky nature of the worth of HYPE tokens; the danger that HSI’s inventory value will probably be extremely correlated to the worth of HYPE tokens and the worth of HYPE tokens might lower between the signing of the Enterprise Mixture Settlement and the closing of the Enterprise Mixture or at any time after the closing of the Enterprise Mixture; dangers associated to elevated competitors within the industries wherein HSI will function; dangers referring to important authorized, industrial, regulatory and technical uncertainty relating to HYPE tokens; dangers referring to the remedy of crypto property for U.S. and overseas tax functions; dangers that after consummation of the Enterprise Mixture, HSI experiences difficulties managing its development and increasing operations; challenges in implementing HSI’s marketing strategy together with HYPE token-related monetary and advisory companies, because of operational challenges, important competitors and regulation; the result of any potential authorized proceedings which may be instituted in opposition to Sonnet, Rorschach, HSI or others following announcement of the Enterprise Mixture, and people danger components mentioned in paperwork that Sonnet has filed, or that will probably be filed by Sonnet and/or HSI, with the SEC.

Investor Relations Contacts

Sonnet BioTherapeutics, Inc.
JTC Staff, LLC
Jenene Thomas
908-824-0775
SONN@jtcir.com

Atlas Service provider Capital LLC
Alexandros Papadopoulos
212-883-4246
Alexandros@atlasmerchantcapital.com

Media Contacts
Anthony Silverman, Apella Advisors
+44 (0)7818 036 579
adverts@apellaadvisors.com

Sonnet BioTherapeutics, Inc. Publicizes $888 Million Rehmat Boutique

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