Correspondence 0001493152-23-003665 from Sonnet BioTherapeutics Holdings, Inc. (SONN) (CIK 0001106838)
Sonnet BioTherapeutics Holdings, Inc. (SONN) (CIK 0001106838)
Date: Feb. 6, 2023 · CIK: 0001106838 · Accession: 0001493152-23-003665
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File numbers found in text: 333-269307
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CORRESP
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filename1.htm
CHARDAN
CAPITAL MARKETS, LLC
17
State Street, Suite 2100
New
York, NY 10004
February
6, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, N.E.
Washington,
DC 20549
Attention:
Cindy Polynice
Re:
Sonnet
BioTherapeutics Holdings, Inc.
Registration
Statement on Form S-1, File No. 333-269307
REQUEST
FOR ACCELERATION OF EFFECTIVENESS
Requested
Date:
February
7, 2023
Requested
Time:
5:00
p.m., Eastern Time
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed public offering of securities of Sonnet BioTherapeutics Holdings, Inc. (the “Company”), hereby join
the Company’s request that the effective date and time of the above-referenced registration statement on Form S-1 be accelerated
so that it will be declared and become effective at 5:00 p.m., Eastern Time, on February 7, 2023, or as soon thereafter as possible.
Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.
Very
truly yours,
CHARDAN
CAPITAL MARKETS, LLC
By:
/s/ Shai
Gerson
Name:
Shai
Gerson
Title:
Managing
Director