Correspondence 0001493152-23-037979 from Sonnet BioTherapeutics Holdings, Inc. (SONN) (CIK 0001106838)
Sonnet BioTherapeutics Holdings, Inc. (SONN) (CIK 0001106838)
Date: Oct. 23, 2023 · CIK: 0001106838 · Accession: 0001493152-23-037979
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File numbers found in text: 333-274581
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CORRESP
1
filename1.htm
October
23, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
Attention:
Mr. Dillon Hagius
Re:
Sonnet BioTherapeutics Holdings, Inc.
Registration
Statement on Form S-1
File
No. 333-274581
REQUEST
FOR ACCELERATION OF EFFECTIVENESS
Requested
Date: October 24, 2023
Requested
Time: 4:30 pm, Eastern Time
Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as joint representatives 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 of the above-referenced registration statement on Form S-1, as amended, be accelerated so that it will
be declared effective at 4:30 p.m., Eastern Time, on October 24, 2023, or as soon thereafter as possible.
Pursuant
to Rule 460 under the Securities Act, we, as joint representatives 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.
Each
of 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
Shai
Gerson
Managing
Director
Ladenburg
Thalmann & Co. Inc.
By:
/s/
Vlad Ivanov
Vlad
Ivanov
Managing
Director