Neurocrine Biosciences closes $2.9B Soleno deal
Neurocrine Biosciences completed its all-cash acquisition of Soleno Therapeutics for approximately $2.9 billion.
Rhea-AI Filing Summary
Neurocrine Biosciences completed its all-cash acquisition of Soleno Therapeutics for approximately $2.9 billion. The deal was executed via a tender offer at $53.00 per Soleno share, followed by a short-form merger that makes Soleno a wholly owned subsidiary.
As of the offer expiration, 46,356,114 Soleno shares had been validly tendered, representing 88.9% of Soleno’s outstanding stock. The acquisition adds VYKAT XR, the first approved treatment for hyperphagia in Prader-Willi syndrome, to Neurocrine’s commercial portfolio alongside INGREZZA and CRENESSITY.
On May 14, 2026, Neurocrine also entered into a five-year senior secured revolving credit facility of $1.0 billion and made an initial borrowing of $600.0 million under this facility, which is secured by substantially all of the company’s and certain subsidiaries’ assets.
Positive
- Completion of strategic rare-disease acquisition: Neurocrine closed the approximately $2.9 billion cash purchase of Soleno Therapeutics, adding VYKAT XR, the first and only approved treatment for hyperphagia in Prader-Willi syndrome, to its commercial portfolio alongside INGREZZA and CRENESSITY.
Negative
- Higher financial commitments and new secured debt: The Soleno acquisition required approximately $2.9 billion in cash and coincides with a new $1.0 billion senior secured revolving credit facility, of which $600.0 million was borrowed initially, increasing leverage constraints under defined covenant ratios.
Insights
Neurocrine makes a major rare-disease acquisition and adds new committed debt capacity.
Neurocrine Biosciences has closed its acquisition of Soleno Therapeutics for approximately $2.9 billion in cash at $53 per share, after securing 88.9% of Soleno shares in a tender offer and completing a follow-on merger under Section 251(h) of Delaware law.
The transaction brings VYKAT XR, the first approved treatment for hyperphagia in Prader-Willi syndrome, into Neurocrine’s portfolio alongside existing neurology and endocrine assets. Strategically, this expands the company’s presence in rare endocrine disease with a commercial-stage product targeting an estimated 10,000 U.S. patients with Prader-Willi syndrome.
To support financial flexibility, Neurocrine entered a five-year, senior secured revolving credit facility of $1.0 billion and drew $600.0 million initially. Covenants include a maximum total net leverage ratio of 3.75:1.00 and a minimum interest coverage ratio of 2.00:1.00, which will influence future balance sheet capacity as integration and commercialization progress.
8-K Event Classification
Key Figures
Key Terms
tender offer financial
senior secured revolving credit facility financial
total net leverage ratio financial
interest coverage ratio financial
Prader-Willi syndrome medical
Section 251(h) regulatory
FAQ
What did Neurocrine Biosciences (NBIX) announce regarding Soleno Therapeutics?
What were the key financial terms of Neurocrine’s acquisition of Soleno?
How does the Soleno deal affect Neurocrine Biosciences’ product portfolio?
What new credit facility did Neurocrine Biosciences secure in May 2026?
How much did Neurocrine initially borrow under its new revolving credit facility?
What financial covenants apply to Neurocrine’s new credit agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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”) by Neurocrine Biosciences, Inc., a Delaware corporation (the “Company”), on April 6, 2026, the Company entered into an Agreement and Plan of Merger, dated as of April 5, 2026 (the “Merger Agreement”), with Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Purchaser”), and Soleno Therapeutics, Inc., a Delaware corporation (“Soleno”). Pursuant to the Merger Agreement, on April 20, 2026, the Company, through Purchaser, commenced a tender offer to purchase all the outstanding shares of Soleno’s common stock, par value $0.001 per share (the “Soleno Shares”), at a price of $53.00 per Soleno Share (the “Offer Price”), in cash, without interest and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 20, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”; the Offer to Purchase and the Letter of Transmittal, collectively, the “Offer”). The Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO originally filed with the SEC by Purchaser and the Company on April 20, 2026.
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 1.01.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Report is incorporated by reference into this Item 2.01.
The Offer and related withdrawal rights expired as scheduled at one minute following 11:59 p.m. Eastern time on May 15, 2026 (such date and time, the “Expiration Date”). Purchaser was advised by Equiniti Trust Company, LLC, the depositary for the Offer, that as of the Expiration Date, a total of 46,356,114 Soleno Shares had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 88.9% of the issued and outstanding Soleno Shares as of the Expiration Date. As of the Expiration Date, the number of Soleno Shares validly tendered and not validly withdrawn pursuant to the Offer 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 Date, Purchaser irrevocably accepted for payment all Soleno Shares validly tendered and not validly withdrawn pursuant to the Offer and payment of the Offer Price for such Soleno Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement.
The Company completed the acquisition of Soleno on May 18, 2026, by causing Purchaser to merge with and into Soleno (the “Merger”) pursuant to the Merger Agreement without any action by Soleno stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”), Purchaser was merged with and into Soleno, the separate existence of Purchaser ceased and Soleno continued as a direct wholly owned subsidiary of the Company.
At the Effective Time, each Soleno Share issued and outstanding immediately prior to the Effective Time (other than (i) Soleno Shares owned immediately prior to the Effective Time by Soleno (including those held in Soleno’s treasury), (ii) Soleno Shares owned both as of the commencement date of the Offer and immediately prior to the Effective Time by the Company, Purchaser, or any other direct or indirect wholly owned subsidiary of the Company, (iii) Soleno Shares irrevocably accepted by Purchaser for purchase pursuant to the Offer and (iv) Soleno Shares held by stockholders who have properly exercised and perfected their demands for appraisal of such Soleno Shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the Effective Time) was canceled and ceased to exist and was converted into the right to receive the Offer Price, without interest and subject to any required withholding of taxes.
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In addition, pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, by virtue of the Merger, without any action on the part of Soleno, the Company, Purchaser or the holder thereof:
(i) each option to purchase Soleno Shares (each, a “Soleno Option”) that was outstanding and unexercised as of immediately prior to the Effective Time and that did not have an exercise price per Soleno Share that was equal to or greater than the Offer Price, whether or not then vested or exercisable, was canceled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (x) the total number of Soleno Shares subject to such Soleno Option immediately prior to such cancellation multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Soleno Share underlying such Soleno Option;
(ii) each Soleno Option that was outstanding and unexercised as of immediately prior to the Effective Time and that did have an exercise price per Soleno Share that was equal to or greater than the Offer Price, whether or not then vested or exercisable, was canceled and no holder thereof was entitled to any payment with respect to such Soleno Option before or after the Effective Time; and
(iii) each restricted stock unit award with respect to Soleno Shares (each, a “Soleno RSU Award”) that was outstanding immediately prior to the Effective Time, whether or not then vested, vested fully and was canceled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (x) the number of Soleno Shares subject to such Soleno RSU Award immediately prior to such cancellation multiplied by (y) the Offer Price.
All amounts payable to current or former Soleno employees with respect to Soleno Options and Soleno RSU Awards will be paid as soon as reasonably practicable after the Effective Time (but no later than fifteen (15) days after the Effective Time) and will be subject to deduction for any required tax withholding.
The Soleno Shares underlying all warrants to purchase Soleno Shares (“Soleno Warrants”) that were exercised prior to the Effective Time were treated in the same manner as each Soleno Share outstanding immediately prior to the Effective Time. All Soleno Warrants that were outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, were treated as being simultaneously cashless exercised as of immediately prior to the Effective Time, subject to deduction for any required withholding taxes, in accordance with the terms and conditions specified in the applicable Soleno Warrant and the related warrant termination agreements between Soleno and the respective holders of the Soleno Warrants.
The aggregate cash paid by the Company and Purchaser in the Offer and the Merger was approximately $2.9 billion, plus related fees and expenses, which was funded by the Company from its available cash on hand.
The foregoing summary of the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026, 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. |
On May 14, 2026 (the “Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”), and the lenders party thereto. The Credit Agreement provides for a five-year, $1.0 billion senior secured revolving credit facility (the “Revolving Credit Facility”).
Interest rates under the Revolving Credit Facility are variable and equal to, at the Company’s option, (i) Term SOFR (as defined in the Credit Agreement), plus a margin of 1.125% to 1.75% per annum, or (ii) an alternate base rate plus a margin of 0.125% to 0.75% per annum, in each case based on the lower of the applicable rates determined by reference to the Company’s total secured net leverage ratio and credit ratings from time to time.
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The Company will pay customary agency fees and a commitment fee based on the daily unused portion of the Revolving Credit Facility at a rate of 0.10% to 0.25% per annum based on the lower of the applicable rates determined by reference to the Company’s secured net leverage ratio and credit ratings from time to time. The Revolving Credit Facility is not subject to amortization and will mature on the fifth anniversary of the Closing Date.
On the Closing Date, the Company entered into a pledge and security agreement, pursuant to which the Company granted to the Agent, for the benefit of the lenders under the Credit Agreement, a security interest in substantially all of its assets, subject to customary exceptions and exclusions. Any material domestic subsidiaries of the Company in existence from time to time will be required to guarantee the Company’s obligations under the Credit Agreement and grant to the Agent, for the benefit of the lenders, a security interest in substantially all of their assets, subject to customary exceptions and exclusions.
The Credit Agreement contains customary representations and warranties, affirmative covenants, negative covenants and events of default. The Credit Agreement also contains financial covenants that are tested on the last day of each of the Company’s fiscal quarters. These financial covenants include (x) a maximum total net leverage ratio of 3.75:1.00 (which may, at the Company’s election, increase to 4.25:1.00 for certain periods following certain material acquisitions or investments by the Company), and (y) a minimum consolidated interest coverage ratio of 2.00:1.00. On the Closing Date, the Company made an initial borrowing of $600.0 million under the Revolving Credit Facility.
The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On May 18, 2026, the Company issued a press release announcing the closing of the Merger, a copy of which is attached as Exhibit 99.1 to this Report and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and will not be incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses or funds acquired. |
The Company intends to file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Report no later than 71 calendar days after the date on which the initial Current Report on Form 8-K reporting completion of the Merger is required to be filed.
| (b) | Pro forma financial information. |
The Company intends to file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Report no later than 71 calendar days after the date on which the initial Current Report on Form 8-K reporting completion of the Merger is required to be filed.
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| (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. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Neurocrine Biosciences, Inc. with the Securities and Exchange Commission on April 6, 2026). | |
| 10.1* | Credit Agreement, dated May 14, 2026, among Neurocrine Biosciences, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. | |
| 99.1 | Press Release, dated May 18, 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: May 18, 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 Biosciences Completes Acquisition of Soleno Therapeutics
| • | Strengthens Neurocrine’s rare disease portfolio with VYKAT™ XR, the first and only approved treatment for hyperphagia in Prader-Willi syndrome |
| • | Adds recently launched therapy with strong early adoption and meaningful commercial potential |
SAN DIEGO, May 18, 2026 – Neurocrine Biosciences, Inc. (Nasdaq: NBIX) today announced the completion of its acquisition of Soleno Therapeutics, Inc., strengthening the company’s leadership in endocrinology and rare disease. The acquisition adds VYKAT™ XR (diazoxide choline) tablets, the first and only approved medicine for hyperphagia in adults and pediatric patients 4 years of age and older with Prader-Willi syndrome, to Neurocrine’s first-in-class commercial portfolio alongside INGREZZA® (valbenazine) and CRENESSITY® (crinecerfont).
“Today marks an important advancement in Neurocrine’s mission to deliver life-changing treatments for patients with significant unmet needs,” said Kyle W. Gano, Ph.D., Chief Executive Officer, Neurocrine Biosciences. “We welcome our Soleno colleagues to Neurocrine and share their deep commitment to the Prader-Willi syndrome community, and we look forward to working together to make VYKAT XR available to more patients and their families.”
Prader-Willi syndrome (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.
Neurocrine initially announced the transaction – representing a total equity value of $2.9 billion – on April 6, 2026.
Transaction Details
Neurocrine completed the cash tender offer through a subsidiary for all the outstanding shares of common stock of Soleno at a purchase price of $53.00 per share, without interest, subject to any applicable withholding taxes.
As of the tender offer expiration at one minute after 11:59 p.m. EDT on May 15, 2026, 46,356,114 shares of Soleno common stock were validly tendered and not validly withdrawn, representing approximately 88.9% of the total number of Soleno’s issued and outstanding shares of common stock as of such date and time. In accordance with the terms of the tender offer, all such shares have been accepted for payment.
Following its acceptance of the tendered shares, Neurocrine completed its acquisition of Soleno through the merger of a direct wholly owned subsidiary of Neurocrine with and into Soleno, pursuant to Section 251(h) of the Delaware General Corporation Law on May 18, 2026, with Soleno continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of Neurocrine. All remaining shares of Soleno common stock that were not validly tendered in the tender offer were converted into the right to receive the same $53 per share in cash, without interest, subject to any applicable withholding taxes, that would have been paid had such shares been validly tendered in the tender offer. As of May 18, 2026, Soleno’s common stock will no longer be listed or traded on the Nasdaq Capital Market.
Advisors
Goldman Sachs & Co. LLC served as exclusive financial advisor, and Cooley LLP served as legal advisor to Neurocrine. Centerview Partners LLC and Guggenheim Securities, LLC served as financial advisors, and Wilson Sonsini Goodrich & Rosati, Professional Corporation served as legal counsel to Soleno.
About PWS
Prader-Willi syndrome (PWS) is a rare genetic neurodevelopmental disorder caused by an abnormality in 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.
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 VYKAT XR
VYKAT XR was approved by the U.S. Food and Drug Administration (FDA) on March 26, 2025, and is now commercially available to U.S. patients.
VYKAT XR is indicated for the treatment of hyperphagia in adults and pediatric patients 4 years of age and older with Prader-Willi syndrome (PWS).
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 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, hyperphagia in patients with Prader-Willi syndrome, 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 more than 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. SOLENO is a registered trademark of Soleno Therapeutics, Inc. VYKAT is a trademark of Soleno Therapeutics, Inc.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of Neurocrine, including statements regarding Neurocrine’s acquisition of Soleno, the prospective benefits of the acquisition; Neurocrine’s strategy, plans, objectives, expectations (financial or otherwise) and intentions with respect to its future financial results and growth potential, anticipated product portfolio, and development programs; 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: risks related to Neurocrine’s ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the 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
acquisition, making it more difficult to conduct business as usual or maintain relationships with employees, customers, suppliers, other business partners or governmental entities; negative effects of the consummation of the acquisition on the market price of Neurocrine’s common stock and/or Neurocrine’s operating results, including the possibility that if Neurocrine does not achieve the perceived benefits of the acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Neurocrine’s common stock could decline; significant transaction and integration costs; unknown or inestimable liabilities; the risk of litigation and/or regulatory actions related to the acquisition; Neurocrine’s ability to effectively commercialize VYKAT™ XR (diazoxide choline); the degree and pace of market uptake of VYKAT XR; obtaining and maintaining adequate coverage and reimbursement for Neurocrine’s products, including VYKAT XR; the time-consuming and uncertain regulatory approval process; 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 Neurocrine’s 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, including those described from time to time under the caption “Risk Factors” and elsewhere in Neurocrine’s filings and reports with the U.S. Securities and Exchange Commission (“SEC”), including Neurocrine’s Quarterly Report on Form 10-Q for the period ended March 31, 2026. Any forward-looking statements are made based on the current beliefs and judgments of Neurocrine’s management team, and the reader is cautioned not to rely on any forward-looking statements made by Neurocrine. Except as required by law, Neurocrine does 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.