Sonnet BioTherapeutics’ Merger Agreement With Chanticleer Holdings


Chardan Capital Markets is acting as exclusive advisor to Sonnet on the proposed transaction and Lowenstein Sandler LLP is acting as legal counsel. Libertas Law Group is acting as legal counsel to Chanticleer and K&L Gates LLP is acting as special tax counsel.

Sonnet BioTherapeutics, Inc., a privately held clinical stage biopharmaceutical company developing innovative targeted biologic drugs, has entered into a definitive merger agreement with Chanticleer Holdings, Inc. (Nasdaq: BURG), under which Sonnet’s shareholders will become the majority owners of Chanticleer’s outstanding common stock. Subject to shareholder approval by both Chanticleer and Sonnet and approval of the Nasdaq Stock Market, the proposed merger will result in a publicly traded company operating under the Sonnet name (and under the proposed Nasdaq ticker symbol “SONN”) that will focus on advancing Sonnet’s pipeline of oncology candidates and the strategic expansion of Sonnet’s technology platform into other human diseases.

Immediately following the closing of the merger, the former Sonnet shareholders will hold approximately 94 percent of the outstanding shares of common stock of the combined company. The shareholders of Chanticleer prior to the merger will retain ownership of approximately 6 percent of the outstanding shares of Chanticleer. The terms of the merger also include a payment of $6 million to Chanticleer from Sonnet.

Upon completion of the merger, Chanticleer will change its name to Sonnet BioTherapeutics Holdings, Inc. Chanticleer will spin out its existing restaurant operations into a new entity owned by shareholders of the burger company, with a listing expected soon after.

The Lowenstein deal team includes Steven M. Skolnick (Picture), Sarah P. Cole, and Tracy F. Buffer.

Involved fees earner: Tracy Buffer – Lowenstein Sandler LLP; Sarah Cole – Lowenstein Sandler LLP; Steven Skolnick – Lowenstein Sandler LLP;

Law Firms: Lowenstein Sandler LLP;

Clients: Sonnet BioTherapeutics, Inc.;