Sonnet BioTherapeutics Stockholders Approve Business Combination with Hyperliquid Strategies, Creating Crypto‑Backed Biotech Hybrid

SONN
December 02, 2025

Sonnet BioTherapeutics Holdings, Inc. confirmed that its stockholders approved a proposed business combination with Hyperliquid Strategies Inc. and Rorschach I LLC during a special meeting held on December 2, 2025. The approval will allow Sonnet to transition into Hyperliquid Strategies, a public cryptocurrency treasury company that will hold a substantial reserve of HYPE tokens to fund its biotech pipeline.

The transaction consolidates $305 million in cash and 12.6 million HYPE tokens, valued between $491 million and $596 million at prevailing prices, into a new entity that will be listed on Nasdaq under the ticker HSI. Rorschach and other new investors will own approximately 98.8 % of the combined company, while legacy Sonnet stockholders will retain about 1.2 %. The deal value, therefore, is roughly $888 million in assets, with the HYPE treasury positioned to provide a non‑dilutive source of capital for future research and development.

Strategically, the shift reflects Sonnet’s need to secure a stable funding stream amid a challenging biotech funding environment. By pairing its proprietary Fully Human Albumin Binding (FHAB) platform with a crypto treasury, Sonnet aims to combine the high‑growth potential of its biologic pipeline with the liquidity and scalability of digital assets. Management has emphasized that the new structure will preserve the biotech operations as a wholly‑owned subsidiary, allowing continued focus on clinical development while leveraging the treasury’s assets for capital needs.

Financially, the approval comes after Sonnet reported a net loss of $3.78 million for the third quarter of 2025, a 9.2 % decline from the $3.51 million loss in the same quarter of 2024. The company’s 2024 revenue of $18.6 million represented an 87.4 % drop from the previous year, underscoring the urgency of the capital‑raising strategy. The deal’s asset base and potential token appreciation are expected to offset the company’s ongoing operating losses and provide a buffer for future clinical milestones.

Market reaction to the announcement was mixed. The initial disclosure triggered a sharp increase in investor interest, driven by the perceived upside of a crypto‑backed biotech hybrid and the sizable valuation of the HYPE treasury. However, the week leading up to the vote saw a 25.5 % decline in the stock, reflecting investor caution over the unconventional merger and the volatility of the cryptocurrency market.

Management reiterated its commitment to cost discipline and strategic investments in high‑return verticals. The leadership team highlighted that the new structure would enable Sonnet to pursue its clinical pipeline without the constraints of traditional equity financing, while also positioning the company to capitalize on the growing institutional appetite for crypto assets. The combination is expected to close in the second half of 2025, with the final voting results to be filed in a Form 8‑K with the SEC.

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