SONN raises $2.0M via zero-interest convertibles; warrants at $1.156

Q: How much capital did Sonnet BioTherapeutics (SONN) raise in this financing?

The company received $2.0 million from convertible notes plus about $50,000 from warrant sales, totaling approximately $2.05 million.

Q: What are the key terms of the SONN convertible notes?

The notes mature on June 30, 2026, carry 0% interest, and are convertible at $1.156 per share into up to 1,730,104 shares.

Q: What warrants were issued alongside the convertible notes?

Investors received 865,052 five-year warrants exercisable at $1.156 and may receive an additional 3,460,208 warrants at $0.25 if no $5 M raise occurs within 90 days.

Q: When do the contingent $0.25 warrants become available?

If Sonnet does not complete a 鈮�$5 million equity offering within 90 days of the note issuance, investors can buy the extra warrants.

Q: Are there ownership limits on note conversion and warrant exercise?

Yes. Investors elected caps of 4.99%, 9.99%, or 19.99% of outstanding common shares to avoid exceeding those thresholds.

Q: Under which securities law exemptions were the notes and warrants issued?

The securities were sold relying on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

[8-K] Plumas Bancorp Reports Material Event

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN) filed an 8-K announcing a $2.0 million private placement of zero-interest convertible notes and accompanying warrants. The notes, issued on 30 June 2025, mature on 30 June 2026 and can be converted at any time into up to 1,730,104 common shares at a fixed price of $1.156.

Investors also purchased five-year warrants for 865,052 shares at the same $1.156 exercise price, providing approximately $50,000 additional cash proceeds. If the company completes a subsequent equity raise of at least $5.0 million, any outstanding principal will automatically convert into the securities offered in that financing. Should such a financing not occur within 90 days, investors may buy an extra 3,460,208 warrants at $0.25 per share, and Sonnet must file a registration statement covering all underlying securities.

Ownership limits of 4.99%, 9.99% or 19.99% (at each investor鈥檚 election) apply to both note conversions and warrant exercises. The securities were issued under Sections 4(a)(2) and/or Rule 506(b) of Regulation D. Exhibit filings include the form of Convertible Note (Ex. 4.1) and Warrant (Ex. 4.2).

Total immediate proceeds: $2.05 million.
Potential future dilution: up to 6.06 million shares if all notes convert and all warrants (initial and contingent) are exercised.
No cash interest expense until maturity, but notes represent a direct financial obligation.

Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN)電� 氍挫澊鞛� 鞝勴櫂靷眲氚� 甏€霠� 鞗岆煱韸� 200毵� 雼煬攴滊鞚� 靷 氚滍枆鞚� 氚滍憸頃橂姅 8-K毳� 鞝滌稖頄堨姷雼堧嫟. 2025雲� 6鞗� 30鞚检棎氚滍枆霅� 鞚� 靷眲電� 2026雲� 6鞗� 30鞚检棎毵岅赴霅橂┌, 瓿犾爼臧€瓴� 1.156雼煬搿� 斓滊寑 1,730,104欤� 氤错喌欤茧 鞏胳牅霌犾 鞝勴櫂頃� 靾� 鞛堨姷雼堧嫟.

韴瀽鞛愲摛鞚€ 霕愴暅霃欖澕頃� 頄夓偓臧€瓴� 1.156雼煬搿� 865,052欤检棎雽€頃� 5雲� 毵岅赴鞗岆煱韸鸽ゼ甑Г頃橃棳鞎� 5毵� 雼煬鞚� 於旉皜順勱笀靾橃澋鞚� 鞝滉车頄堨姷雼堧嫟. 須岇偓臧€ 斓滌唽 500毵� 雼煬鞚挫儊鞚� 頉勳啀鞛愲掣臁半嫭鞚� 鞕勲頃橂┐ 氙胳儊頇� 鞗愱笀鞚€ 頃措嫻鞛愱笀臁半嫭鞐愳劀鞝滉车霅橂姅歃濌秾鞙茧 鞛愲彊鞝勴櫂霅╇媹雼�. 毵岇暯 90鞚� 雮挫棎鞚措煬頃� 鞛愱笀臁半嫭鞚� 鞚措（巩挫歆赌 鞎婌潉瓴届毎, 韴瀽鞛愲摛鞚€ 欤茧嫻 0.25雼煬鞐� 於旉皜搿� 3,460,208臧滌潣鞗岆煱韸鸽ゼ甑Г頃� 靾� 鞛堨溂氅�, Sonnet鞚€ 氇摖旮办磮歃濌秾鞚� 韽暔頃橂姅霌彪 靹滊毳� 鞝滌稖頃挫暭頃╇媹雼�.

靻岇湢頃滊弰電� 臧� 韴瀽鞛愳潣靹犿儩鞐� 霐半澕 4.99%, 9.99% 霕愲姅 19.99%鞚措┌, 鞚措姅鞝勴櫂靷眲鞝勴櫂瓿� 鞗岆煱韸� 頄夓偓氇憪鞐� 鞝侅毄霅╇媹雼�. 歃濌秾鞚€ Regulation D鞚� 靹轨厴 4(a)(2) 氚�/霕愲姅攴滌箼 506(b)鞐� 霐半澕氚滍枆霅橃棃鞀惦媹雼�. 鞝滌稖霅� 靹滊鞐愲姅鞝勴櫂靷眲鞏戩嫕(Ex. 4.1)瓿� 鞗岆煱韸� 鞏戩嫕(Ex. 4.2)鞚� 韽暔霅橃柎鞛堨姷雼堧嫟.

齑� 歃夓嫓靾橃澋: 205毵� 雼煬.
鞛犾灛鞝� 氙鸽灅頋劃: 氇摖靷眲臧€ 鞝勴櫂霅橁碃氇摖鞗岆煱韸�(齑堦赴氚� 臁瓣贝攵€)臧€ 頄夓偓霅� 瓴届毎斓滊寑 606毵� 欤�.
毵岅赴鞝勱箤歆€ 順勱笀鞚挫瀽牍勳毄鞐嗢潓, 攴鸽煬雮� 靷眲電� 歆侅爲鞝侅澑鞛 鞚橂毳� 鞚橂頃�.

Positive

$2.05 million in immediate gross proceeds enhances near-term liquidity.
Notes bear 0% interest, lowering cash outflows compared with standard debt.
Automatic conversion on a 鈮�$5 million subsequent raise could streamline future capital structure.

Negative

Potential issuance of up to 6.06 million new shares (notes + warrants) could significantly dilute existing shareholders.
Contingent $0.25 warrants, if triggered, represent a deep discount to current conversion price.
Notes constitute a direct financial obligation maturing in one year, introducing refinancing risk if shares cannot be converted.

Insights

TL;DR 鈥� $2 M zero-interest notes aid liquidity but introduce meaningful dilution risk.

The financing delivers $2.05 million gross, welcome given Sonnet鈥檚 cash鈥恑ntensive R&D model. Zero coupon reduces cash burn versus traditional debt. Conversion and warrant strike at $1.156 (near recent trading levels) cap potential upside and create a ceiling on share price appreciation. Automatic conversion on a 鈮�$5 million raise may simplify future capital structure but could pressure pricing of that follow-on. Failure to raise funds within 90 days triggers issuance of 3.46 million $0.25 warrants, a steeply dilutive fallback. Overall, the deal is neutral: it supplies short-term cash yet leaves investors facing sizable potential share expansion.

TL;DR 鈥� Contingent low-priced warrants amplify dilution and headline leverage risk.

While the principal carries no interest, the note is a direct financial obligation maturing in 12 months. Up to 6.06 million shares鈥攔oughly several times average daily volume鈥攃ould enter the market, challenging price stability. The 90-day contingency places pressure on management to complete a 鈮�$5 million financing quickly; failure results in deeply discounted $0.25 warrants, potentially eroding shareholder value. Beneficial ownership caps reduce control risk but do not mitigate aggregate dilution. I view the disclosure as modestly negative due to structural downside if capital markets remain tight.

齑� 歃夓嫓靾橃澋: 205毵� 雼煬.
鞛犾灛鞝� 氙鸽灅頋劃: 氇摖靷眲臧€ 鞝勴櫂霅橁碃氇摖鞗岆煱韸�(齑堦赴氚� 臁瓣贝攵€)臧€ 頄夓偓霅� 瓴届毎斓滊寑 606毵� 欤�.
毵岅赴鞝勱箤歆€ 順勱笀鞚挫瀽牍勳毄鞐嗢潓, 攴鸽煬雮� 靷眲電� 歆侅爲鞝侅澑鞛 鞚橂毳� 鞚橂頃�.

07/02/2025 - 09:02 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

PLUMAS BANCORP

(Exact name of registrant as specified in its charter)

California		000-49883		75-2987096
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5525 Kietzke Lane, Suite 100, Reno, Nevada		89511
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 786-0907

	Not Applicable
	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	PLBC	NASDAQ Capital Market

-1-

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 1, 2025 (the “Closing Date”), Plumas Bancorp (the “Company”) completed its previously announced acquisition of Cornerstone Community Bancorp (“Cornerstone”) pursuant to an Agreement and Plan of Merger and Reorganization, dated as of January 28, 2025, by and between the Company and Cornerstone (the “Merger Agreement”).

Pursuant to the Merger Agreement, on the Closing Date, Cornerstone merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation. Immediately following the Merger, Cornerstone’s subsidiary, Cornerstone Community Bank merged with and into the Company’s subsidiary, Plumas Bank with Plumas Bank as the surviving bank.

Pursuant to the terms of the Merger Agreement, upon the completion of the Merger, each share of Cornerstone common stock outstanding immediately prior was converted into the right to receive 0.6608 shares of common stock of the Company and $9.75 cash, with cash paid in lieu of fractional shares.

The total aggregate consideration delivered to holders of Cornerstone common stock in the Merger was 1,003,821 shares of Company common stock and $14.8 million cash. In addition, in accordance with the Merger Agreement, the Company paid approximately $1.3 million to holders of options to purchase Cornerstone common stock that were terminated in connection with the Merger. The Company also assumed options to purchase 35,000 shares of Cornerstone common stock representing, on an as-converted basis, options to purchase 30,803 shares of the Company’s common stock.

The issuance of shares of the Company’s common stock in the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-286273) filed by the Company with the Securities and Exchange Commission on March 31, 2024 and declared effective on April 11, 2025. The registration statement includes additional information about the Merger Agreement and the Merger.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As a result of and upon the completion of the Merger, the Company assumed Cornerstone’s obligations with respect to an aggregate principal amount of $12 million of subordinated notes, comprised of (a) $2 million in aggregate principal amount of 4.75% Fixed to Floating Rate Subordinated Notes due November 30, 2035 (the “2035 Notes”) and (b) $10 million in aggregate principal amount of 4.75% Fixed-to-Floating Rate Subordinated Notes due November 30, 2030 (the “2030 Notes”). The 2035 Notes, which were issued in 2020, have a fixed interest rate of 4.75% for the first ten years and thereafter a quarterly variable interest rate equal to the then current three-month term Secured Overnight Financing Rate (“SOFR”) plus 4.14%. The 2030 Notes, which were issued in 2020, have a fixed interest rate of 4.75% for the first five years and thereafter a quarterly variable interest rate equal to the then current three-month term SOFR plus 4.52%.

The notes have not been filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act. The Company will furnish a copy of such note to the Commission upon request.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Merger Agreement, on June 30, 2025, the Company’s board of directors appointed Ken Robison, a former director of Cornerstone, as a director of the Company, effective upon the completion of the Merger on July 1, 2025. Other than the Merger Agreement, there are no arrangements pursuant to which Mr. Robison was selected as a director. There are no transactions in which Mr. Robison has an interest requiring disclosure under Item 404(a) of Regulation S-K. Board committee assignments have not yet been determined. Mr. Robison will be entitled to the same compensation as is provided to the other non-employee directors of the Company. A description of this compensation is set forth under the heading “Compensation of Directors” on page 31 of the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders filed with the SEC on April 10, 2025, and is incorporated herein by reference.

-2-

Mr. Robison is expected to enter into the same forms of indemnification agreement with the Company and the Bank as the Company’s other directors, which agreements supplement the indemnification provisions of the Company’s and the Bank’s Articles of Incorporation and Bylaws by contractually obligating the Company and the Bank to indemnify, and to advance expenses to, such persons to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreement is not intended to be complete and is qualified in its entirety by reference to the forms of indemnification agreements filed at Exhibit 10.1 and 10.2 to this report and are incorporated herein by reference.

Item 8.01. Other Events.

On July 2, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1*	Agreement and Plan of Merger and Reorganization dated as of January 28, 2025, by and between Plumas Bancorp and Cornerstone Community Bancorp (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed on January 29, 2025)
10.1	Form of Indemnification Agreement (Plumas Bancorp) (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 20, 2020)
10.2	Form of Indemnification Agreement (Plumas Bank) (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K file on August 20, 2020)
99.1	Press Release dated July 2, 2025
104	Cover Page Interactive Data File

* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. Plumas agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Plumas Bancorp (Registrant)

Date: July 2, 2025	By:	/s/ Richard L. Belstock
	Name: Richard L. Belstock
	Title: Chief Financial Officer

-3-

Source:

FAQ

How much capital did Sonnet BioTherapeutics (SONN) raise in this financing?

The company received $2.0 million from convertible notes plus about $50,000 from warrant sales, totaling approximately $2.05 million.

What are the key terms of the SONN convertible notes?

The notes mature on June 30, 2026, carry 0% interest, and are convertible at $1.156 per share into up to 1,730,104 shares.

What warrants were issued alongside the convertible notes?

Investors received 865,052 five-year warrants exercisable at $1.156 and may receive an additional 3,460,208 warrants at $0.25 if no $5 M raise occurs within 90 days.

When do the contingent $0.25 warrants become available?

If Sonnet does not complete a 鈮�$5 million equity offering within 90 days of the note issuance, investors can buy the extra warrants.

Are there ownership limits on note conversion and warrant exercise?

Yes. Investors elected caps of 4.99%, 9.99%, or 19.99% of outstanding common shares to avoid exceeding those thresholds.

Under which securities law exemptions were the notes and warrants issued?

The securities were sold relying on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

AG真人官方

[8-K] Plumas Bancorp Reports Material Event

Insights

FAQ

How much capital did Sonnet BioTherapeutics (SONN) raise in this financing?

What are the key terms of the SONN convertible notes?

What warrants were issued alongside the convertible notes?

When do the contingent $0.25 warrants become available?

Are there ownership limits on note conversion and warrant exercise?

Under which securities law exemptions were the notes and warrants issued?

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[8-K] Plumas Bancorp Reports Material Event

Insights

Financial Analyst neutral

Risk Analyst negative

FAQ

How much capital did Sonnet BioTherapeutics (SONN) raise in this financing?

What are the key terms of the SONN convertible notes?

What warrants were issued alongside the convertible notes?

When do the contingent $0.25 warrants become available?

Are there ownership limits on note conversion and warrant exercise?

Under which securities law exemptions were the notes and warrants issued?

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