SONNET BIOTHERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2024 • Sonnet BioTherapeutics Holdings, Inc. • Pharmaceutical preparations • New York
Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to several underwriters named on Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”) for which Chardan Capital Markets, LLC is acting as the representative (the “Representative”) of the several Underwriters an aggregate of (i) 155,000 authorized but unissued shares (the “Firm Shares” or “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares up to an aggregate of 956,111 shares of Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares”), and (iii) warrants (the “Firm Warrants” or “Warrants”) to purchase up to an aggregate of 2,222,222 shares of Common Stock (the “Firm Warrant Shares” or “Warrant Shares”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant
