Soleno Therapeutics Announces Entry Into $100 Million Accelerated Share Repurchase Agreement

Rhea-AI Summary

Soleno Therapeutics (NASDAQ: SLNO) entered an $100 million Accelerated Share Repurchase (ASR) with Jefferies on Nov 11, 2025, with an initial payment of $100 million and an initial delivery of ~1,511,553 shares based on the Nov 10, 2025 close. The final repurchased share count will be adjusted by the volume-weighted average price during the ASR term. The company said the ASR supports confidence after achieving profitability in Q3 2025. The ASR is expected to complete in Q1 2026.

Positive

• $100M ASR authorized and funded with initial payment
• Initial delivery of approximately 1,511,553 shares
• Company reported profitability in Q3 2025

Negative

• Initial cash outflow of $100M reduces available cash for other uses
• Final share count subject to VWAP adjustment, creating uncertainty
• ASR not completed until Q1 2026, delaying final impact

Insights

Equity Capital Allocation Analyst

Soleno announces a $100 million ASR and cites Q3 2025 profitability, signaling active capital return and management confidence.

Soleno Therapeutics authorized a share repurchase and entered an Accelerated Share Repurchase with Jefferies for $100,000,000, with an initial delivery of approximately 1,511,553 shares based on the Nov 10, 2025 close. The company made an initial payment of $100,000,000 and the final share count will adjust to the volume‑weighted average price over the ASR term.

The release states the company achieved profitability in Q3 2025 and expects the ASR to complete in Q1 2026, which management frames as evidence of confidence in the commercial launch of VYKAT XR. This action reduces share count exposure to market volatility during the ASR term but leaves final dilution/retirement outcomes subject to the VWAP adjustment and the ASR terms.

Watch the completion mechanics and the final delivered share count when the ASR concludes in Q1 2026, and monitor reported cash generation versus the stated profitability in Q3 2025. The ASR and the stated profitability are immediate, material capital-allocation facts that can alter reported shares outstanding and near-term free cash flow reporting.

REDWOOD CITY, Calif., Nov. 11, 2025 (GLOBE NEWSWIRE) -- Soleno Therapeutics, Inc. (“Soleno”) (NASDAQ: SLNO), a biopharmaceutical company developing novel therapeutics for the treatment of rare diseases, announced today that its Board of Directors has authorized a share repurchase and that it has entered into an Accelerated Share Repurchase Agreement (“ASR”) with Jefferies LLC (“Jefferies”) to repurchase $100 million of Soleno’s common stock.

“These actions demonstrate our confidence in our commercial launch and the compelling opportunity for VYKAT XR to become a foundational therapy for patients with hyperphagia associated with Prader Willi syndrome,” said Dr. Anish Bhatnagar, Chief Executive Officer and Chairman of the Board of Soleno Therapeutics.  “We achieved profitability in the third quarter of 2025 and we believe the expected future cash generation profile of our business is significantly underappreciated by the capital markets and that repurchasing shares of Soleno is a compelling and attractive opportunity.”

Under the ASR agreement, the company will make an initial payment of $100 million with an initial delivery of approximately 1,511,553 shares based on Soleno’s closing price on November 10, 2025. The final number of shares repurchased under the ASR will be based on the average of the volume-weighted price of Soleno’s common stock during the term of the transaction and will be subject to adjustments related to the terms and conditions of the ASR agreement. The ASR is expected to be completed in the first quarter of 2026. 

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including those described in the company's prior press releases and in the periodic reports it files with the SEC. The events and circumstances reflected in the company's forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

About Soleno Therapeutics, Inc.

Soleno is focused on the development and commercialization of novel therapeutics for the treatment of rare diseases. The Company’s first commercial product, VYKAT^TM XR (diazoxide choline) extended-release tablets, formerly known as DCCR, is a once-daily oral treatment for hyperphagia in adults and children 4 years of age and older with Prader-Willi syndrome. For more information, please visit www.soleno.life.

Corporate Contact:
Brian Ritchie
LifeSci Advisors, LLC
212-915-2578

FAQ

What did Soleno (SLNO) announce on November 11, 2025 regarding share repurchases?

Soleno announced an $100 million Accelerated Share Repurchase with Jefferies, including an initial payment and delivery of ~1,511,553 shares.

How will the $100M ASR affect Soleno (SLNO) shares delivered to the company?

The final number of shares repurchased will be adjusted based on the volume-weighted average price (VWAP) during the ASR term.

When is Soleno's (SLNO) ASR expected to be completed?

The company expects the ASR to be completed in Q1 2026.

How many shares did Soleno (SLNO) initially receive under the ASR on Nov 10, 2025 prices?

Soleno initially received approximately 1,511,553 shares based on the Nov 10, 2025 closing price.

Does Soleno (SLNO) say the ASR relates to its financial performance?

Yes; the company cited Q3 2025 profitability and confidence in future cash generation as reasons for the repurchase.

Will the ASR cause immediate dilution or consolidation for SLNO shareholders?

Short-term ownership effects depend on the final share count after VWAP adjustments; the ASR uses cash to repurchase shares rather than issuing new shares.