SONN
Sonnet BioTherapeutics Holdings, Inc. Common Stock
stock NASDAQ

Just wanted to add some things to the original post after doing more research and re-reading the filing.
* Chardan have done this before also with [SONN.](https://www.chardan.com/case-study-sonnet-biotherapeutics) It is the exact same scenario.
* Filing says "On May 31, 2025, Venable communicated a revised draft of the letter of intent to Party 2. The revisions removed proposed cash adjustments, changed the suggested combined company’s board composition to include one director designated by the Company in the resulting entity". We know Mike Mulica was appointed to QAI board, so it's an interesting coincidence assuming party X = party 2
* "On August 15, 2025 ... the Company informed Party 8 that it was in the final stages of negotiating a letter of intent with another counterparty \[Party X\]." That's only 7 working days from when reps of Party X first engage SONM to finalising an LOI. Doesn't sound plausible unless some due diligence has already been done
* "On or about July 24, 2025, Party 2, through its bank, communicated that it w**ould resort to an alternative strategy** and did not intend to proceed **with the RTO**". The choice of wording here is remarkable, because it specifies that the party is pursuing another strategy, whereas other failed negotiations with other parties in the filing are simply referred to as "decided not to proceed". This is in the context of the board having had a meeting the week before which discussed "uncertainties related to the proposed RTO with Party 2, **which had initially been contemplated to be executed concurrently".** That's an caveat to end the paragraph with.
* Now some tin foil shit: Mike Mulica first like of QAI content on LinkedIn is of a [DiRocco interview](https://imgur.com/a/Y6QHbsE) some time 3 months ago.
* We know that QAI post the same content on LinkedIn/Twitter on the same day. In this case, 1[9th August](https://imgur.com/a/ciUJFHN).
* The LOI with Party X was signed on 19th August - TLDR Mike Mulica first likes QAI content on the day LOI was signed.
Having spotted these extra nuggets and had more time to dwell on everything, it would appear to me that the proxy delay meant that SONM and QAI realised they were not going to have enough time to complete a traditional S4 merger. The board acknowledges in the filing the risk of it failing is high and jeopardises the asset sale. It's possible therefore QAI had to go back to the drawing board and find another way i.e. a PIPE.

Just wanted to add some things to the original post after doing more research and re-reading the filing.
* Chardan have done this before also with [SONN.](https://www.chardan.com/case-study-sonnet-biotherapeutics) It is the exact same scenario.
* Filing says "On May 31, 2025, Venable communicated a revised draft of the letter of intent to Party 2. The revisions removed proposed cash adjustments, changed the suggested combined company’s board composition to include one director designated by the Company in the resulting entity". We know Mike Mulica was appointed to QAI board, so it's an interesting coincidence assuming party X = party 2
* "On August 15, 2025 ... the Company informed Party 8 that it was in the final stages of negotiating a letter of intent with another counterparty \[Party X\]." That's only 7 working days from when reps of Party X first engage SONM to finalising an LOI. Doesn't sound plausible unless some due diligence has already been done
* "On or about July 24, 2025, Party 2, through its bank, communicated that it w**ould resort to an alternative strategy** and did not intend to proceed **with the RTO**". The choice of wording here is remarkable, because it specifies that the party is pursuing another strategy, whereas other failed negotiations with other parties in the filing are simply referred to as "decided not to proceed". This is in the context of the board having had a meeting the week before which discussed "uncertainties related to the proposed RTO with Party 2, **which had initially been contemplated to be executed concurrently".** That's an caveat to end the paragraph with.
* Now some tin foil shit: Mike Mulica first like of QAI content on LinkedIn is of a [DiRocco interview](https://imgur.com/a/Y6QHbsE) some time 3 months ago.
* We know that QAI post the same content on LinkedIn/Twitter on the same day. In this case, 1[9th August](https://imgur.com/a/ciUJFHN).
* The LOI with Party X was signed on 19th August - TLDR Mike Mulica first likes QAI content on the day LOI was signed.
Having spotted these extra nuggets and had more time to dwell on everything, it would appear to me that the proxy delay meant that SONM and QAI realised they were not going to have enough time to complete a traditional S4 merger. The board acknowledges in the filing the risk of it failing is high and jeopardises the asset sale. It's possible therefore QAI had to go back to the drawing board and find another way i.e. a PIPE.