SOLENO THERAPEUTICS INC

SOLENO THERAPEUTICS INC false 0001484565 --12-31 0001484565 2026-05-18 2026-05-18 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): May 18, 2026 SOLENO THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36593 77-0523891 (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification Number) 100 Marine Parkway , Suite 400 , Redwood City , CA 94065 (Address of principal executive offices) (650) 213-8444 (Registrant’s telephone number, including area code) 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: ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbols Name of each exchange on which registered Common Stock, $0.001 par value SLNO NASDAQ 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. ☐ Introductory Note As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2026, Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 5, 2026, with Neurocrine Biosciences, Inc., a Delaware corporation (“Parent”), and Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on April 20, 2026, Purchaser commenced a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the common stock of the Company, par value $0.001 per share (the “Shares”), in exchange for $53.00 per Share in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes. The Offer expired as scheduled one minute following 11:59 p.m. Eastern Time on May 15, 2026 (such date and time, the “Expiration Time”) and was not extended. Equiniti Trust Company, LLC, in its capacity as depositary and paying agent for the Offer, advised Purchaser that, as of the Expiration Time, 46,356,114 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which represent approximately 88.9% of the issued and outstanding Shares. As of the Expiration Time, the number of Shares tendered satisfied the Minimum Condition (as defined in the Merger Agreement), and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Time, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Following the consummation of the Offer, pursuant to the terms and conditions of the Merger Agreement, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) and without a meeting or a vote of the Company’s stockholders, on May 18, 2026, Purchaser was merged with and into the Company (the “Merger”), with the Company surviving such Merger as a direct wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the holders thereof, all Shares not validly tendered and issued and outstanding immediately prior to the Effective Time (other than any Shares (1) owned by Parent, Purchaser or the Company or by any of their respective subsidiaries (or held in the Company’s treasury); and (2) as to which the holder is entitled to appraisal rights under the DGCL and has properly exercised and perfected such holder’s demand for appraisal and, as of the Effective Time has not effectively withdrawn or lost such holder’s rights to such appraisal and payment under the DGCL) have been converted into the right to receive the Offer Price, without interest, subject to any applicable withholding taxes. In addition, pursuant to the Merger Agreement: • Effective immediately prior to the Effective Time, each option to purchase Shares (each, a “Company Option”) that was outstanding and unexercised as of immediately prior to the Effective Time and that was not an Out of the Money Company Option (as defined below) (an “In the Money Option”), whether or not then vested or exercisable, fully vested and was cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (1) the total number of Shares subject to such Company Option immediately prior to such cancellation multiplied by (2) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share underlying such Company Option. • Each Company Option that had an exercise price per Share that is equal to or greater than the Offer Price (an “Out of the Money Company Option”) that was outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, was cancelled and no holder thereof was or will be entitled to any payment with respect to such Company Option before or after the Effective Time. • Effective immediately prior to the Effective Time, each restricted stock unit award with respect to Shares (each, a “Company RSU”) that was outstanding as of immediately prior to the Effective Time, whether or not then vested, fully vested, and was cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to the product of (1) the Offer Price and (2) the number of Shares subject to such Company RSU immediately prior to such cancellation. • Effective immediately prior to the Effective Time, each warrant to purchase Shares (each, a “Company Warrant”) that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was treated as being simultaneously cashless exercised as of immediately prior to the Effective Time, in accordance with the terms and conditions specified in the applicable Company Warrant and the related warrant termination agreements between the Company and the respective holders of the Company Warrants, subject to deduction for any applicable withholding taxes. The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 6, 2026 and is incorporated herein by reference. Item 1.02. Termination of a Material Definitive Agreement On May 18, 2026, in connection with the Merger, the Company, as borrower, terminated the Loan and Security Agreement, dated as of December 17, 2024, as amended, by and among the Company, Essentialis, Inc., the lenders from time to time party thereto and Oxford Finance LLC, as collateral agent (the “Loan and Security Agreement”). The Company previously filed the Loan