Neurocrine (NBIX) to acquire Soleno in $2.9B rare-disease portfolio deal
Rhea-AI Filing Summary
Neurocrine Biosciences agreed to acquire Soleno Therapeutics via a cash tender offer at $53.00 per share, valuing Soleno’s equity at $2.9 billion. The price reflects a 34% premium to Soleno’s April 2, 2026 close and a 51% premium to its 30‑day VWAP. After the tender offer, any remaining Soleno shares will be converted into the same cash amount through a follow‑on merger, making Soleno a wholly owned Neurocrine subsidiary.
The deal is funded with cash on hand plus modest pre‑payable debt and is not subject to a financing condition, but it requires a majority of Soleno shares to be tendered and clearance under the Hart‑Scott‑Rodino Act. Soleno must observe no‑shop restrictions, with a $95.25 million termination fee if it moves to a superior proposal and a $141.5 million reverse termination fee payable by Neurocrine if certain antitrust conditions are not met. Neurocrine highlights Soleno’s VYKAT XR, which generated $190 million of 2025 revenue, as a way to expand its endocrinology and rare‑disease portfolio and add a third first‑in‑class commercial medicine.
Positive
- Strategic expansion in rare disease: Acquisition adds Soleno’s VYKAT XR, the first and only FDA‑approved treatment for hyperphagia in Prader‑Willi syndrome, broadening Neurocrine’s endocrinology and rare‑disease portfolio alongside INGREZZA and CRENESSITY and supporting its revenue growth and diversification strategy.
- Commercial asset with demonstrated traction: VYKAT XR generated $190 million of revenue in 2025, including $92 million in Q4, giving Neurocrine an on‑market, high‑growth product rather than a purely development‑stage pipeline bet.
Negative
- Large cash outlay and deal risk: The $2.9 billion all‑cash purchase, partially financed with new debt, introduces balance‑sheet and execution risk if anticipated growth from VYKAT XR or expected strategic benefits do not materialize as planned.
- Regulatory and closing uncertainty: The deal is subject to antitrust review under the Hart‑Scott‑Rodino Act and other conditions; failure to close in certain scenarios could trigger a $141.5 million reverse termination fee from Neurocrine.
Insights
Neurocrine is making a sizable, strategic rare‑disease acquisition centered on an already launched asset.
Neurocrine plans to acquire Soleno for $2.9 billion in cash, paying $53.00 per share, a 34% premium to the prior close and 51% to the 30‑day VWAP. The structure is a tender offer followed by a back‑end merger, with no financing condition and funding from cash plus modest, pre‑payable debt.
The rationale leans on Soleno’s commercial drug VYKAT XR for Prader‑Willi syndrome hyperphagia, which generated $190 million of 2025 revenue, including $92 million in Q4 alone. Neurocrine presents this as immediately accretive to its growth and as a way to broaden its endocrinology and rare‑disease presence alongside INGREZZA and CRENESSITY.
Key risks are classic for large biopharma deals: integration complexity, realizing expected revenue growth from VYKAT XR, and regulatory clearance under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976. The agreement includes a $95.25 million termination fee from Soleno and a $141.5 million reverse termination fee from Neurocrine tied to antitrust outcomes, underscoring execution and regulatory risk. Overall, the transaction looks strategically positive but its actual impact will depend on closing and post‑deal commercial performance.
8-K Event Classification
Key Figures
Key Terms
cash tender offer financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
no-shop financial
reverse termination fee financial
Prader-Willi syndrome medical
Breakthrough Therapy Designation regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On April 5, 2026, Neurocrine Biosciences, Inc., a Delaware corporation (“Neurocrine”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Neurocrine, Sigma Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Neurocrine (“Purchaser”), and Soleno Therapeutics, Inc., a Delaware corporation (“Soleno”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Neurocrine, through Purchaser, will commence a cash tender offer (the “Offer”), to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of Soleno (the “Shares”), at a price of $53.00 per Share (the “Offer Price”), in cash, without interest and subject to any required withholding of taxes.
The obligation of Purchaser to accept for payment and pay for any Shares validly tendered (and not withdrawn) pursuant to the Offer (the time of such acceptance for payment, the “Offer Acceptance Time”) is subject to certain specified conditions, including (i) that there will have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares (if any) beneficially owned by Neurocrine and its subsidiaries, represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer; (ii) subject to certain materiality exceptions, the truth and accuracy of the representations and warranties of Soleno contained in the Merger Agreement; (iii) compliance with, or performance in all material respects of, all of the covenants and agreements that Soleno is required to comply with or perform at or prior to the Offer Acceptance Time; (iv) the absence of a material adverse effect on Soleno; (v) the termination or expiration of any applicable waiting period (and extensions thereof) relating to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (vi) the absence of any order, decree or ruling by a governmental authority of competent jurisdiction within a jurisdiction that is material to the business and operations of Soleno or Neurocrine restraining, enjoining or otherwise prohibiting the consummation of the Offer or the Merger (as defined below) and (vii) certain other customary conditions set forth in Annex I to the Merger Agreement. The Offer is not subject to any financing condition.
Neurocrine and Purchaser have agreed to commence the Offer within ten business days from the date of the Merger Agreement and to keep the Offer open for twenty business days from the date of commencement of the Offer (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), subject to possible extension pursuant to the terms of the Merger Agreement. Following the completion of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into Soleno pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Soleno surviving the merger as a wholly owned subsidiary of Neurocrine (the “Merger”).
At the effective time of the Merger (the “Effective Time”), each Share (other than any Shares (i) owned by Neurocrine, Purchaser or Soleno or by any of their respective subsidiaries (or held in Soleno’s treasury) and (ii) 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), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any required withholding of taxes.
Effective immediately prior to the Effective Time, each option to purchase Shares (a “Soleno Option”) that is outstanding and unexercised as of immediately prior to the Effective Time and that is not an Out of the Money Soleno Option (as defined below), whether or not then vested or exercisable, will fully vest and will be cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the total number of Shares subject to such Soleno Option immediately prior to such cancellation multiplied by (B) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share underlying such Soleno Option. Each Soleno Option that has an exercise price per Share that is equal to or greater than the Offer Price (an “Out of the Money Soleno Option”) that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, will be cancelled and no holder thereof will be entitled to any payment with respect to such Soleno Option before or after the Effective Time.
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Effective immediately prior to the Effective Time, each restricted stock unit award with respect to Shares (a “Soleno RSU Award”) that is outstanding as of immediately prior to the Effective Time, whether or not then vested, will fully vest and be cancelled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (A) the number of Shares subject to such Soleno RSU Award immediately prior to such cancellation multiplied by (B) the Offer Price.
Effective as of immediately prior to the Effective Time, each warrant to purchase Shares (a “Soleno Warrant”) that is outstanding and unexercised immediately prior thereto, whether vested or unvested, will be 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 Soleno Warrant and subject to deduction for any applicable withholding taxes. Soleno is required to use reasonable best efforts to enter into a warrant termination agreement with each holder of a Soleno Warrant that is not exercised prior to the Effective Time.
As soon as practicable after the date of the Merger Agreement, Soleno’s board of directors will take all actions with respect to Soleno’s 2014 Employee Stock Purchase Plan (the “Soleno ESPP”) that are necessary to provide that (i) following the date of the Merger Agreement, no person may become a participant in the Soleno ESPP and no offering period shall commence under the Soleno ESPP and (ii) subject to the consummation of the Merger, the Soleno ESPP shall terminate effective immediately prior to the Effective Time. The Merger Agreement includes customary representations, warranties and covenants of Soleno, Neurocrine and Purchaser.
Neurocrine, Purchaser and Soleno have made customary representations, warranties and covenants in the Merger Agreement, including agreeing to use reasonable best efforts to take all actions, file all documents, and cooperate in doing all things necessary, proper or advisable under applicable antitrust laws to consummate and make effective the Offer and the Merger as promptly as practicable. Soleno has agreed to, and to cause its subsidiaries to, among other things, (i) conduct its operations in all material respects in the ordinary course of business consistent with past practice (subject to certain exceptions), including not taking certain specified actions prior to the consummation of the Merger, and (ii) use commercially reasonable efforts to (a) preserve intact its business organization, (b) keep available the services of its current officers and key employees, and (c) preserve its current significant business relationships.
Soleno has agreed to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and to engage in discussions or negotiations with third parties regarding alternative acquisition proposals, under which Soleno agreed that it will not, will cause its subsidiaries and its executive officers not to, and is obligated to use reasonable best efforts to cause its other representatives, not to, among other things, directly or indirectly: (i) initiate, solicit, knowingly encourage or knowingly facilitate the submission of any inquiry, request, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an alternative acquisition proposal; (ii) participate in any discussions or negotiations regarding, or furnish to any other person any non-public information with respect to or in connection with or for the purpose of soliciting, knowingly encouraging or knowingly facilitating, any inquiry, request, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an alternative acquisition proposal; (iii) adopt, approve, recommend, submit to its stockholders or declare advisable any alternative acquisition proposal; (iv) enter into any letter of intent, acquisition agreement, agreement in principle or similar agreement with respect to any inquiry, request, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an alternative acquisition proposal (other than an acceptable confidentiality agreement entered into in compliance with the Merger Agreement); (v) release or permit the release of any person from, or waive or permit the waiver of any provision of, or fail to use its reasonable best efforts to enforce or cause to be enforced, any standstill or similar agreement to which Soleno is a party, unless Soleno’s board of directors determines in good faith, after consultation with financial advisors and outside legal counsel, that the failure to do so is inconsistent with the fiduciary duties of Soleno’s board of directors to Soleno stockholders under applicable law; or (vi) take any action or exempt any person from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or Soleno’s organizational or other governing documents or grant a waiver under Section 203 of the DGCL. In addition, Soleno has agreed to, and to cause its subsidiaries and their respective representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to any proposal or offer that constitutes, or could reasonably be expected to lead to, an alternative acquisition proposal.
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Soleno’s board of directors is not permitted, among other things, to withhold, withdraw, modify or qualify, or publicly propose to withhold, withdraw or modify, in any manner adverse to Neurocrine, its recommendation that Soleno stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer. However, subject to the satisfaction of certain conditions, including a match right for Neurocrine, Soleno and its board of directors, as applicable, are permitted to take certain actions, as more fully described in the Merger Agreement, which may include changing Soleno’s board of directors’ recommendation or terminating the Merger Agreement to enter into an alternative acquisition agreement in response to a bona fide written alternative acquisition proposal made after the date of the Merger Agreement that has not been withdrawn, if Soleno’s board of directors determines in good faith, after consultation with Soleno’s independent financial advisors and outside legal counsel, that such alternative acquisition proposal constitutes a superior proposal and that the failure to change Soleno’s board of directors’ recommendation or terminate the Merger Agreement to enter into such alternative acquisition agreement is inconsistent with its fiduciary duties under applicable law. In addition, Soleno’s board of directors is permitted to change its recommendation for certain intervening events not related to, among others, the receipt of an unsolicited proposal or any changes in market price of Soleno’s stock, subject to the satisfaction of certain conditions, including a match right for Neurocrine, if Soleno’s board of directors determines in good faith, after consultation with independent financial advisors and outside counsel, that the failure to take such action is inconsistent with its fiduciary duties to Soleno stockholders under applicable law.
The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by Soleno under specified circumstances to accept a superior proposal and enter into an alternative acquisition agreement with respect to such superior proposal, Soleno will pay Neurocrine a termination fee of $95,250,000. In addition, the Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances where, at the time of termination, the condition relating to the expiration or termination of applicable waiting periods under the HSR Act, or the condition relating to the absence of certain governmental restraints arising as a result of antitrust laws, has not been satisfied, Neurocrine will pay Soleno a reverse termination fee of $141,500,000.
The Merger Agreement has been approved by the board of directors of each of Neurocrine, Purchaser and Soleno. The board of directors of Soleno recommends that Soleno stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer.
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, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference. The Merger Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about Neurocrine, Purchaser or Soleno, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement. The Merger Agreement and this summary should not be relied upon as disclosure about Neurocrine or Soleno. None of Soleno’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Neurocrine, Purchaser, Soleno or any of their respective subsidiaries or affiliates. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. The representations and warranties (i) may have been made for the purpose of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from what an investor may view as material and (ii) may have been made only as of the date of the Merger Agreement or as of another date or dates as may be specified in the Merger Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the public disclosures of Soleno or Neurocrine, if at all.
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Tender and Support Agreement
Concurrently with the execution of the Merger Agreement, Anish Bhatnagar, Soleno’s Chief Executive Officer and Chairman of Soleno’s board of directors, and James Mackaness, Soleno’s former Chief Financial Officer (each, a “Supporting Stockholder”), each entered into a Tender and Support Agreement (each, a “Support Agreement”) with Neurocrine. Under the terms of the Support Agreements, each Supporting Stockholder has agreed to, among other things, during the term of the Support Agreement, (i) validly tender, or cause to be tendered, all of the Shares that such Supporting Stockholder owns of record or beneficially, as well as any additional Shares it may acquire (the “Covered Shares”) free and clear of any encumbrances into the Offer, (ii) vote its Covered Shares in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, and against any acquisition proposal or any action, proposal, agreement, transaction or arrangement that is intended, or would reasonably be expected, to result in a breach of a covenant, representation or warranty or other obligation of Soleno under the Merger Agreement or any of the conditions to Soleno’s obligations under the Merger Agreement not being fulfilled or satisfied, (iii) not transfer any of its Covered Shares (subject to certain exceptions), (iv) not solicit or facilitate any efforts that would reasonably be expected to lead to an alternative acquisition proposal, and (v) waive and not to exercise any appraisal rights in respect of such Covered Shares that may arise with respect to the Merger and not to commence or participate in, any class action or legal action (A) challenging the validity of, or seeking to enjoin or delay the operation of any provision of the Merger Agreement or (B) alleging breach of any duty by any person in connection with the negotiation and entry into the Support Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. The Support Agreements also include certain representations and warranties and covenants of the Supporting Stockholders to Neurocrine. The Support Agreements will terminate upon the earlier of termination of the Merger Agreement, the Effective Time and certain other specified events. As of April 5, 2026, the Supporting Stockholders held an aggregate of approximately 1.01% of the outstanding Shares.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 6, 2026, Neurocrine and Soleno issued a joint press release announcing their entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated by reference herein.
On April 6, 2026, Neurocrine made available an investor presentation regarding the proposed transaction, a copy of which is attached as Exhibit 99.2 to this Report and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any other filing by Neurocrine under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless specifically identified as being incorporated therein by reference. This Report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1 and Exhibit 99.2.
Forward-Looking Statements
This Report contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of each of Soleno and Neurocrine, including statements relating to the ability to complete and the timing of completion of the transactions contemplated by the Merger Agreement, including the anticipated occurrence, manner and timing of the proposed Offer; the parties’ ability to satisfy the conditions to the consummation of the Offer and the other conditions to the consummation of the subsequent Merger set forth in the Merger Agreement; the possibility of any termination of the Merger Agreement; the prospective benefits of the proposed transaction; Neurocrine’s strategy, plans, objectives, expectations (financial or otherwise) and intentions with respect to its future financial results and growth potential, anticipated product portfolio, development programs and patent terms; and
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other statements that are not historical facts. The forward-looking statements contained in this Report are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “will,” “would” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the Offer; uncertainties as to how many of Soleno’s stockholders will tender their stock in the Offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various closing conditions in the Merger Agreement may not be satisfied or waived; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the possibility that the transaction does not close; risks related to the parties’ ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period and that Neurocrine will not be able to integrate Soleno successfully or that such integration may be more difficult, time-consuming or costly than expected; disruption from the proposed transaction, making it more difficult for either company to conduct business as usual or maintain relationships with employees, customers, suppliers, other business partners or governmental entities; negative effects of this announcement or the consummation of the proposed transaction on the market price of Neurocrine’s common stock and/or Neurocrine’s operating results, including the possibility that if the parties do not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Neurocrine’s common stock could decline; significant transaction costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; Neurocrine’s ability to fund the proposed transaction; the time-consuming and uncertain regulatory approval process; the degree and pace of market uptake of Soleno’s commercial product, VYKATTM XR (diazoxide choline); the costly and time-consuming pharmaceutical product development process and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating or completing clinical trials; global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to the parties’ business operations and financial results; the sufficiency of Neurocrine’s cash flows and capital resources; Neurocrine’s ability to achieve targeted or expected future financial performance and results and the uncertainty of future tax, accounting and other provisions and estimates; and other risks and uncertainties affecting Neurocrine and Soleno, including those described from time to time under the caption “Risk Factors” and elsewhere in Neurocrine’s and Soleno’s respective filings and reports with the SEC, including their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and other filings filed with the SEC, as well as the Tender Offer Statement on Schedule TO and related tender offer documents to be filed by Neurocrine and its acquisition subsidiary, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Soleno. Any forward-looking statements are made based on the current beliefs and judgments of Neurocrine’s and Soleno’s respective management teams, and the reader is cautioned not to rely on any forward-looking statements made by Neurocrine or Soleno. Except as required by law, Neurocrine and Soleno do not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
The tender offer for all of the outstanding Shares of Soleno described in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Neurocrine and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. A solicitation and offer to purchase outstanding Shares of Soleno will only be made pursuant to an offer to purchase and related tender offer materials that Neurocrine and its acquisition subsidiary intend to file with the SEC. At the time that the tender offer is commenced, Neurocrine and its acquisition subsidiary will file a tender offer statement on Schedule TO, and Soleno will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF SOLENO ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL
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CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF SOLENO SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal) will be made available at no expense on Neurocrine’s website at neurocrine.com/investors and (once they become available) will be mailed to the stockholders of Soleno free of charge. The Solicitation/Recommendation Statement and other documents filed with the SEC by Soleno will be available at no expense at Soleno’s website at investors.soleno.life. The information contained in, or that can be accessed through, Neurocrine’s and Soleno’s respective websites are not a part of, or incorporated by reference herein. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SEC’s website at www.sec.gov. Copies of those offer documents and all other documents filed by Neurocrine and Soleno will be made available at no charge by directing a request to the information agent for the tender offer, which will be named in the Schedule TO. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Neurocrine and Soleno each file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Neurocrine or Soleno with the SEC for free on the SEC’s website at www.sec.gov.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger, dated April 5, 2026, by and among Neurocrine Biosciences, Inc., Sigma Merger Sub, Inc. and Soleno Therapeutics, Inc. | |
| 10.1 | Form of Tender and Support Agreement | |
| 99.1 | Press Release, dated April 6, 2026 | |
| 99.2 | Investor Presentation, dated April 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain annexes, exhibits or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted annexes, exhibits and schedules upon request by the U.S. Securities and Exchange Commission. |
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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.
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NEUROCRINE BIOSCIENCES, INC. | |||||
| Dated: April 6, 2026 | /s/ Darin M. Lippoldt | |||||
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Darin M. Lippoldt | |||||
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Chief Legal Officer | |||||
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Exhibit 99.1
Neurocrine to Acquire Soleno Therapeutics, Expanding Its Endocrinology and Rare Disease Portfolio
VYKATTM XR (diazoxide choline) is the First and Only FDA Approved Treatment for Hyperphagia in
Prader-Willi Syndrome and Represents a Transformative Therapy
Expands Neurocrine’s High-Growth Commercial Portfolio to Three First-in-Class Medicines Including
INGREZZA® (valbenazine) and CRENESSITY® (crinecerfont)
Establishes a Durable Platform for Long-Term Revenue Growth and Value Creation, Supported by Strong
VYKAT XR Intellectual Property Estate Expected to Extend into the mid-2040s
Neurocrine to Host Conference Call at 8:00 AM ET Today to Discuss Transaction
SAN DIEGO and REDWOOD CITY, Calif., Apr. 6, 2026 – Neurocrine Biosciences, Inc. (Nasdaq: NBIX) and Soleno Therapeutics, Inc. (Nasdaq: SLNO) today announced that Neurocrine has entered into a definitive agreement to acquire Soleno for $53.00 per share in cash, representing a total transaction equity value of $2.9 billion.
The acquisition of Soleno and the addition of VYKATTM XR (diazoxide choline), a first-in-class therapy to treat hyperphagia, the defining feature of Prader-Willi syndrome (PWS), will expand Neurocrine’s portfolio of innovative medicines and strengthen its leadership position in endocrinology and rare disease. Since its FDA approval and successful U.S. launch in the second quarter of 2025, VYKAT XR has demonstrated strong early adoption, generating $190 million in 2025 revenue, including $92 million for Soleno in the fourth quarter alone. When supported by Neurocrine’s medical and commercial infrastructure, VYKAT XR is expected to continue to improve care for patients with PWS while delivering long-term value to Neurocrine shareholders following the close of the transaction.
“This transaction will advance Neurocrine’s mission to deliver life-changing treatments while accelerating our revenue growth and portfolio diversification strategy. We share the Soleno team’s deep commitment to the Prader-Willi syndrome community and look forward to leveraging our experience and capabilities to expand VYKAT XR’s reach to benefit more patients, while further strengthening Neurocrine’s leadership in delivering transformative medicines,” said Kyle W. Gano, Ph.D., Chief Executive Officer, Neurocrine Biosciences. “We congratulate Soleno on developing and launching VYKAT XR, showing strong results in a complex disease and enabling broad utilization with a clear label, and we look forward to working together to continue to help patients in need.”
“Neurocrine is the right strategic partner to expand the reach of VYKAT XR in the Prader-Willi syndrome community given their experience in endocrinology and rare disease and their proven ability to execute successful commercial launches. We are excited to accelerate VYKAT XR’s impact for PWS patients following completion of the transaction by leveraging Neurocrine’s strong commercial capabilities,” said Anish Bhatnagar, M.D., Chairman and Chief Executive Officer of Soleno.
PWS is a rare genetic neurodevelopmental disorder caused by an abnormality in gene expression on chromosome 15 that affects about 10,000 patients in the United States. The disease is characterized by neurological, behavioral, and metabolic dysfunction. Its defining feature is hyperphagia, a chronic, life-threatening condition marked by a persistent hunger that drives compulsive, food-seeking behavior. Individuals with PWS also commonly experience cognitive impairment and a range of psychiatric and behavioral challenges. Together, these symptoms can severely diminish quality of life for individuals with PWS and their families, with hyperphagia driving significant morbidity and mortality.
Strategic Rationale and Financial Benefits of the Transaction
The transaction is expected to:
| • | Strengthen Neurocrine’s Leadership in Endocrinology and Rare Disease, and Advance a Diversified Portfolio of First-in-Class Medicines: Following the completion of the transaction, Neurocrine will have three marketed, first-in-class therapies: INGREZZA®, the vesicular monoamine transmitter 2 (VMAT2) market leader for the treatment of tardive dyskinesia and the chorea associated with Huntington’s disease, with $2.51 billion in 2025 revenue; CRENESSITY®, approved in December 2024 for the treatment of classic congenital adrenal hyperplasia (CAH) due to 21-hydroxylase deficiency, with $301 million in 2025 revenue; and VYKAT XR, approved in March 2025 for the treatment of PWS, with $190 million in 2025 revenue for Soleno. Together, these medicines will position Neurocrine to deliver sustained revenue growth through the end of this decade. |
| • | Add a First-in-Class Therapy with Durable Value Creation: VYKAT XR is the first and only FDA-approved therapy for hyperphagia with PWS in the United States. Following a successful launch in 2025, VYKAT XR is well positioned as the foundational first-line therapy for PWS and is supported by a strong intellectual property estate that is expected to extend into the mid-2040s, providing a durable platform for long-term value creation. |
| • | Provide a Transformative Therapy Aligned with Neurocrine’s Strategic Focus. PWS is a neurodevelopmental disorder, and VYKAT XR aligns well with Neurocrine’s capabilities addressing diseases at the intersection of neuroscience and endocrinology. Alongside CRENESSITY and an emerging endocrinology portfolio, VYKAT XR will serve as a strong foundation to further build Neurocrine’s leadership over time. |
| • | Enhance Ability to Deliver Long-Term Shareholder Value: Upon closing, the acquisition of Soleno is expected to contribute to a more diversified and durable revenue base, expand Neurocrine’s commercial reach, immediately enhance Neurocrine’s growth profile, and increase scale to support sustained innovation and development. This is further supported by continued pipeline progress and disciplined capital allocation. Integration of Soleno’s operations is expected to drive cost synergies and operational efficiencies as Neurocrine leverages its existing infrastructure. |
Transaction Terms and Financing
Under the terms of the merger agreement, Neurocrine, through a subsidiary, will commence a cash tender offer to acquire all of the outstanding shares of Soleno’s common stock at a price of $53.00 per share, representing a premium of approximately 34% to Soleno’s closing share price on April 2, 2026, and a premium of 51% to Soleno’s 30-day volume-weighted average price (VWAP). The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Neurocrine will merge with Soleno and the outstanding Soleno shares not tendered in the tender offer will be converted into the right to receive the same $53.00 per share in cash paid in the tender offer. The transaction will be funded with cash on hand and Neurocrine plans to optimize its capital structure by taking on a modest amount of pre-payable debt. The transaction is not subject to any financing condition.
The boards of directors of both companies have approved the transaction, which is expected to close within 90 days of this announcement, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.
Neurocrine to Host Conference Call Today
Neurocrine will hold a live conference call and webcast today at 8:00 a.m. Eastern Time (5:00 a.m. Pacific Time). Participants can access the live conference call by dialing 800-579-2543 (US) or 785-424-1789 (International) using the conference ID: NBIX. The webcast and accompanying slides can also be accessed at approximately 7:30 a.m. Eastern Time on Neurocrine’s website under Investors at www.neurocrine.com. A replay of the webcast will be available on the website approximately one hour after the conclusion of the event and will be archived for approximately one month.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Cooley LLP is serving as legal advisor to Neurocrine. Centerview Partners LLC and Guggenheim Securities, LLC are serving as financial advisors and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Soleno.
About INGREZZA® (valbenazine)
Please see additional safety information, full Prescribing Information, including Boxed Warning, and Medication Guide.
About CRENESSITY® (crinecerfont)
Please see additional safety information and full Prescribing Information.
About Neurocrine Biosciences
Neurocrine Biosciences is a leading biopharmaceutical company with a simple purpose: to relieve suffering for people with great needs. We are dedicated to discovering, developing and commercializing life-changing treatments for patients with under-addressed neurological, psychiatric, endocrine and immunological disorders. The company’s diverse portfolio includes FDA-approved treatments for tardive dyskinesia, chorea associated with Huntington’s disease, classic congenital adrenal hyperplasia, endometriosis* and uterine fibroids*, as well as a robust pipeline including multiple compounds in mid- to late-phase clinical development across our core therapeutic areas. For three decades, we have applied our unique insight into neuroscience and the interconnections between brain and body systems to treat complex conditions. We relentlessly pursue medicines to ease the burden of debilitating diseases and disorders, because you deserve brave science. For more information, visit neurocrine.com, and follow the company on LinkedIn, X, Facebook and YouTube. (*in collaboration with AbbVie)
NEUROCRINE, the NEUROCRINE BIOSCIENCES Logo, YOU DESERVE BRAVE SCIENCE, INGREZZA, and CRENESSITY are registered trademarks of Neurocrine Biosciences, Inc.
About PWS
Prader-Willi syndrome (PWS) is a rare genetic neurodevelopmental disorder caused by an abnormality in the gene expression on chromosome 15. The Prader-Willi Syndrome Association USA estimates that PWS occurs in one in every 15,000 live births. The defining symptom of PWS is hyperphagia, a chronic and life-threatening condition characterized by an intense persistent sensation of hunger accompanied by food
preoccupations, an extreme drive to consume food, food-related behavior problems, and a lack of normal satiety, which can severely diminish the quality of life for individuals with PWS and their families. Hyperphagia can lead to significant mortality (e.g., stomach rupture, choking, accidental death due to food-seeking behavior) and longer term, co-morbidities such as diabetes, obesity, and cardiovascular disease.
INDICATION
VYKAT XR (diazoxide choline) extended-release tablets is indicated for the treatment of hyperphagia in adults and pediatric patients 4 years of age and older with Prader-Willi syndrome (PWS).
IMPORTANT SAFETY INFORMATION
Contraindications
Use of VYKAT XR is contraindicated in patients who have a known hypersensitivity to diazoxide, other components of VYKAT XR, or to thiazides.
Warnings and Precautions
Hyperglycemia
Hyperglycemia, including diabetic ketoacidosis, has been reported. Before initiating VYKAT XR, test fasting plasma glucose (FPG) and HbA1c; optimize blood glucose in patients who have hyperglycemia. During treatment, regularly monitor fasting glucose (FPG or fasting blood glucose) and HbA1c. Monitor fasting glucose more frequently during the first few weeks of treatment in patients with risk factors for hyperglycemia.
Risk of Fluid Overload
Edema, including severe reactions associated with fluid overload, has been reported. Monitor for signs or symptoms of edema or fluid overload. VYKAT XR has not been studied in patients with compromised cardiac reserve and should be used with caution in these patients.
Adverse Reactions
The most common adverse reactions (incidence ≥10% and at least 2% greater than placebo) included hypertrichosis, edema, hyperglycemia, and rash.
Please see the full Prescribing Information, including Medication Guide.
About Soleno Therapeutics, Inc.
Soleno is focused on the development and commercialization of novel therapeutics for the treatment of rare diseases. Soleno’s first commercial product, VYKAT 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.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of each of Soleno and Neurocrine, including statements relating to the ability to complete and the timing of completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno, Neurocrine, and the
other parties thereto (the “Merger Agreement”), including the anticipated occurrence, manner and timing of the proposed tender offer; the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the subsequent merger set forth in the Merger Agreement; the possibility of any termination of the Merger Agreement; the prospective benefits of the proposed transaction; Neurocrine’s strategy, plans, objectives, expectations (financial or otherwise) and intentions with respect to its future financial results and growth potential, anticipated product portfolio, development programs and patent terms; the estimated occurrence of PWS; the estimated U.S. population of PWS patients; and other statements that are not historical facts. The forward-looking statements contained in this communication are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “will,” “would” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer; uncertainties as to how many of Soleno’s stockholders will tender their stock in the offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various closing conditions in the Merger Agreement may not be satisfied or waived; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the possibility that the transaction does not close; risks related to the parties’ ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period and that Neurocrine will not be able to integrate Soleno successfully or that such integration may be more difficult, time-consuming or costly than expected; disruption from the proposed transaction, making it more difficult for either company to conduct business as usual or maintain relationships with employees, customers, suppliers, other business partners or governmental entities; negative effects of this announcement or the consummation of the proposed transaction on the market price of Neurocrine’s common stock and/or Neurocrine’s operating results, including the possibility that if the parties do not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Neurocrine’s common stock could decline; significant transaction costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; Neurocrine’s ability to fund the proposed transaction; the time-consuming and uncertain regulatory approval process; the degree and pace of market uptake of Soleno’s commercial product, VYKATTM XR (diazoxide choline); the costly and time-consuming pharmaceutical product development process and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating or completing clinical trials; global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to the parties’ business operations and financial results; the sufficiency of Neurocrine’s cash flows and capital resources; Neurocrine’s ability to achieve targeted or expected future financial performance and results and the uncertainty of future tax, accounting and other provisions and estimates; and other risks and uncertainties affecting Neurocrine and Soleno, including those described from time to time under the caption “Risk Factors” and elsewhere in Neurocrine’s and Soleno’s respective filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and other filings filed with the SEC, as well as the Tender Offer Statement on Schedule TO and related tender offer documents to be filed by Neurocrine and its acquisition subsidiary, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Soleno. Any forward-looking statements are made based on the current beliefs and
judgments of Neurocrine’s and Soleno’s respective management teams, and the reader is cautioned not to rely on any forward-looking statements made by Neurocrine or Soleno. Except as required by law, Neurocrine and Soleno do not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events, or otherwise.
Additional Information about the Acquisition and Where to Find It
The tender offer for all of the outstanding shares of Soleno described in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Neurocrine and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. A solicitation and offer to purchase outstanding shares of Soleno will only be made pursuant to an offer to purchase and related tender offer materials that Neurocrine and its acquisition subsidiary intend to file with the SEC. At the time that the tender offer is commenced, Neurocrine and its acquisition subsidiary will file a tender offer statement on Schedule TO, and Soleno will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF SOLENO ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF SOLENO SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal) will be made available at no expense on Neurocrine’s website at neurocrine.com/investors and (once they become available) will be mailed to the stockholders of Soleno free of charge. The Solicitation/Recommendation Statement and other documents filed with the SEC by Soleno will be available at no expense at Soleno’s website at investors.soleno.life. The information contained in, or that can be accessed through, Neurocrine’s and Soleno’s respective websites are not a part of, or incorporated by reference herein. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SEC’s website at www.sec.gov. Copies of those offer documents and all other documents filed by Neurocrine and Soleno will be made available at no charge by directing a request to the information agent for the tender offer, which will be named in the Schedule TO. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Neurocrine and Soleno each file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Neurocrine or Soleno with the SEC for free on the SEC’s website at www.sec.gov.
Contacts
Neurocrine Biosciences
Tony Jewell (Media)
858-617-7578
media@neurocrine.com
Todd Tushla (Investors)
858-617-7143
ir@neurocrine.com
Soleno Therapeutics
Brian Ritchie
LifeSci Advisors, LLC
212-915-2578
Neurocrine Biosciences to Acquire Soleno Therapeutics April 6, 2026 Exhibit 99.2
Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of each of Soleno and Neurocrine, including statements relating to the ability to complete and the timing of completion of the transactions contemplated by the Agreement and Plan of Merger by and among Soleno, Neurocrine, and the other parties thereto (the “Merger Agreement”), including the anticipated occurrence, manner and timing of the proposed tender offer; the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the subsequent merger set forth in the Merger Agreement; the possibility of any termination of the Merger Agreement; the prospective benefits of the proposed transaction; Neurocrine’s strategy, plans, objectives, expectations (financial or otherwise) and intentions with respect to its future financial results and growth potential, anticipated product portfolio, development programs and patent terms; the estimated occurrence of PWS; the estimated U.S. population of PWS patients; and other statements that are not historical facts. The forward-looking statements contained in this communication are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “will,” “would” or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer; uncertainties as to how many of Soleno’s stockholders will tender their stock in the offer; the possibility that competing offers or acquisition proposals will be made; the possibility that various closing conditions in the Merger Agreement may not be satisfied or waived; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the possibility that the transaction does not close; risks related to the parties’ ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period and that Neurocrine will not be able to integrate Soleno successfully or that such integration may be more difficult, time-consuming or costly than expected; disruption from the proposed transaction, making it more difficult for either company to conduct business as usual or maintain relationships with employees, customers, suppliers, other business partners or governmental entities; negative effects of this announcement or the consummation of the proposed transaction on the market price of Neurocrine’s common stock and/or Neurocrine’s operating results, including the possibility that if the parties do not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of Neurocrine’s common stock could decline; significant transaction costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; Neurocrine’s ability to fund the proposed transaction; the time-consuming and uncertain regulatory approval process; the degree and pace of market uptake of Soleno’s commercial product, VYKATTM XR (diazoxide choline); the costly and time-consuming pharmaceutical product development process and the uncertainty of clinical success, including risks related to failure or delays in successfully initiating or completing clinical trials; global economic, financial, and healthcare system disruptions and the current and potential future negative impacts to the parties’ business operations and financial results; the sufficiency of Neurocrine’s cash flows and capital resources; Neurocrine’s ability to achieve targeted or expected future financial performance and results and the uncertainty of future tax, accounting and other provisions and estimates; and other risks and uncertainties affecting Neurocrine and Soleno, including those described from time to time under the caption “Risk Factors” and elsewhere in Neurocrine’s and Soleno’s respective filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and other filings filed with the SEC, as well as the Tender Offer Statement on Schedule TO and related tender offer documents to be filed by Neurocrine and its acquisition subsidiary, and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by Soleno. Any forward-looking statements are made based on the current beliefs and judgments of Neurocrine’s and Soleno’s respective management teams, and the reader is cautioned not to rely on any forward-looking statements made by Neurocrine or Soleno. Except as required by law, Neurocrine and Soleno do not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events, or otherwise. This presentation shall not constitute an offer to sell or the solicitation of an offer to purchase any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption therefrom. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. These data involve a number of assumptions and limitations, and we make no representation as to the accuracy of such estimates. Projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. The trademarks included herein are the property of the owners thereof and are used for reference purposes only.
Additional Information About the Acquisition and Where to Find It The tender offer for all of the outstanding shares of Soleno described in this communication has not yet commenced. This communication is for informational purposes only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Neurocrine and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. A solicitation and offer to purchase outstanding shares of Soleno will only be made pursuant to an offer to purchase and related tender offer materials that Neurocrine and its acquisition subsidiary intend to file with the SEC. At the time that the tender offer is commenced, Neurocrine and its acquisition subsidiary will file a tender offer statement on Schedule TO, and Soleno will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF SOLENO ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF SOLENO SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal) will be made available at no expense on Neurocrine’s website at neurocrine.com/investors and (once they become available) will be mailed to the stockholders of Soleno free of charge. The Solicitation/Recommendation Statement and other documents filed with the SEC by Soleno will be available at no expense at Soleno’s website at investors.soleno.life. The information contained in, or that can be accessed through, Neurocrine’s and Soleno’s respective websites are not a part of, or incorporated by reference herein. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will also be made available for free on the SEC’s website at www.sec.gov. Copies of those offer documents and all other documents filed by Neurocrine and Soleno will be made available at no charge by directing a request to the information agent for the tender offer, which will be named in the Schedule TO. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Neurocrine and Soleno each file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Neurocrine or Soleno with the SEC for free on the SEC’s website at www.sec.gov.
Shared Focus on Rare Disease and Endocrinology Accelerates Growth and Commercial Diversification Positions Neurocrine For Sustained Value Creation Reinforces Neurocrine’s commitment to delivering medicines that are transformative for patients and families Provides opportunity for Neurocrine’s medical and commercial capabilities to help improve care for individuals with Prader-Willi syndrome (PWS) Adds VYKATTM XR, the first and only approved medicine for hyperphagia in PWS patients Immediately accelerates Neurocrine’s revenue growth and portfolio diversification strategy Expands high-growth portfolio to three first-in-class medicines, including INGREZZA® and CRENESSITY® Increases Neurocrine’s scale and growth profile to support sustained innovation and development Strong VYKAT XR IP expected to extend into the mid-2040s, providing a durable platform for long-term value creation Aligns well with Neurocrine’s emerging endocrinology portfolio Acquisition of Soleno: Strategic and Financial Fit Positions Neurocrine to Deliver Sustained Growth and Value
Purchase Price Neurocrine has entered into a definitive agreement to acquire Soleno Therapeutics in an all-cash transaction Purchase price of $53.00 per share represents a 34% premium to Soleno’s closing price on April 2nd, 2026 and 51% premium to the 30-day volume-weighted average price Funding Represents a $2.9B equity purchase price Transaction will be funded with cash on hand and Neurocrine plans to optimize its capital structure by taking on a modest amount of pre-payable debt. The transaction is not subject to any financing condition. Approvals & Timing Transaction was unanimously approved by the Neurocrine Board of Directors and unanimously approved by the Soleno Board of Directors among those directors present at the meeting Neurocrine will commence a cash tender offer to acquire all outstanding shares of Soleno Expected to close within 90 days of announcement, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals Financial Overview: Attractive Transaction Terms
Commercial-stage rare disease biotechnology company Lead commercial asset, VYKAT XR granted Breakthrough Therapy Designation by the FDA in April 2024 VYKAT XR approved by the FDA in March 2025 as first and only drug to treat hyperphagia in patients with PWS 4 years and older VYKAT XR generated $190M in 2025 revenue for Soleno including $92M in Q4 alone Developing and Commercializing Novel Therapeutics for the Treatment of Rare Diseases Company Overview Soleno Therapeutics: Snapshot
PWS Mortality Burden on Patients, Caregivers & Healthcare Systems Prader-Willi Syndrome (PWS) & Hyperphagia Disruption – Behaviors can be both food-related (e.g. food seeking at night, stealing) and non-food related (e.g. significant aggression leading to ER visits) Lifelong – People with PWS require lifelong supervised care2,3, with children typically living with families and adults often in group homes High Burden – Caregiver burden after onset of hyperphagia is higher than for Alzheimer’s4; 92% of siblings indicated moderate-to-severe symptoms of PTSD5 Longer Hospital Stays – 5x longer hospital stays for PWS patients <18 years and 2–4x longer hospital stays for PWS patients ≥18 years Hyperphagia, an intense persistent sensation of hunger, is present in virtually all people with PWS2,3 Drives constant food preoccupation, and food seeking behavior often leads to significant behavioral problems Leads to morbid obesity in the majority of patients Places patients at significant risk of death due to choking, esophageal or gastric rupture Individuals with PWS have a reduced life expectancy; 50% of deaths are in patients <18 years6 Deaths of PWS patients are often related to respiratory or cardiovascular complications 67% of PWS fatalities due to respiratory failure/infection, cardiac failure and pulmonary embolism PWS Occurs spontaneously in ~1 in 15,0001 births due to the loss or lack of expression of a set of genes on chromosome 15 1 Butler, 2019; 2 Soleno proprietary quant research; 3 Global survey conducted by the Foundation for Prader-Willi Research; 4 Kayadjanian, 2018; 5 Mazaheri, 2013; 6 McCandless, 2020; Source: Company Materials Prader-Willi Syndrome (PWS) is a Life-Threatening Condition with Significant Patient, Caregiver and Healthcare Burden
Indicated for the treatment of hyperphagia in adults and pediatric patients 4 years of age and older with Prader-Willi syndrome (PWS) APPROVED BY THE FDA IN MARCH 2025 FIRST-IN-CLASS VYKAT XR is a first-in-class treatment for hyperphagia in patients with PWS 4 years and older ROBUST DATA Clinical program demonstrated ability to significantly reduce hyperphagia and impact other PWS-related symptoms and co-morbidities STANDARD OF CARE VYKAT XR can become the standard of care for patients with PWS SAFETY Clinical trial safety profile supported by multiple years of experience VYKAT XR – Changing What It Means to Live with PWS
Acquisition Opportunity Meaningfully Advances Efforts to Enhance Revenue Growth and Diversification Established rare endocrinology leadership and reputation Highly specialized prescription fulfillment support Deep expertise in reimbursement and market access in rare disease Specialized patient-support services to navigate complex patient journeys, support adoption and persistence Increases Neurocrine’s Topline Growth Diversifies Neurocrine’s Revenue Base Leverages Neurocrine’s Existing Expertise $885mm (Q4 2025 Actuals1) VYKAT XR Sales 1 Q4 2025A figures are shown on a Pro Forma Basis. Includes Neurocrine's existing products and, for illustrative purposes, VYKAT XR, assuming closing of proposed acquisition, which remains subject to customary closing conditions
Neurocrine Is Well-Positioned to Drive Sustainable Growth and Value * Products commercialized by Neurocrine Biosciences, Inc. in the United States of America. 1 Tanabe Pharma Corporation has commercialization rights in Japan and other select Asian markets. 2 References to VYKAT XR assume the closing of the Soleno acquisition, subject to customary closing conditions, including shareholder and regulatory approvals. COMMERCIAL RESEARCH & DEVELOPMENT STRONG FINANCIAL POSITION Neurology Psychiatry Endocrinology Immunology Psychiatry pipeline to deliver multiple first- and best-in-class medicines this decade CRF-based therapies offer third growth horizon in endocrinology and metabolic disease including NBIP-’1435 (subcutaneous CRF1 antagonist for CAH) and NBIP-’2118 (CRF2 agonist for obesity) Redesigned R&D organization delivering diverse, high-quality candidates, enabling repeatable value creation opportunities $2.7 - $2.8 Billion Net Sales 2026 INGREZZA Annual Guidance ~$301 Million Net Sales 2025 CRENESSITY Sales in First Full Year ~$2.5 Billion Cash and Investments as of 12/31/2025 Strong Balance Sheet Durable Cash Flows Attractive P&L Profile Therapeutic Area Diversification TARDIVE DYSKINESIA & HUNTINGTON’S DISEASE CHOREA *,1 * PRADER-WILLI SYNDROME 2 CLASSICAL CONGENITAL ADRENAL HYPERPLASIA
1 Assumes the closing of the proposed acquisition of Soleno, subject to customary closing conditions Adds VYKAT XR, the First and Only Approved Medicine for the Treatment of Hyperphagia in PWS Expands and Strengthens Neurocrine’s Leadership in Rare Disease and Endocrinology Broadens Neurocrine’s Portfolio With Three First-in-Class Medicines, Including INGREZZA and CRENESSITY Strong IP Estate Expected to Extend into the Mid-2040s, Providing a Durable Platform for Long-Term Value Creation Increases Neurocrine’s Scale and Growth Profile to Support Sustained Innovation and Development Immediately Accelerates Neurocrine’s Revenue Growth Profile and Portfolio Diversification Strategy Acquisition of Soleno Will Strengthen Leadership in Endocrinology and Rare Disease1
Kyle Gano, Ph.D. Chief Executive Officer Matt Abernethy Chief Financial Officer Eric Benevich Chief Commercial Officer Sanjay Keswani, M.D. Chief Medical Officer Samir Siddhanti Vice President, Business Development & Strategy Q&A