Welcome to our dedicated page for Soleno Therapeutics SEC filings (Ticker: SLNO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Soleno Therapeutics, Inc. (NASDAQ: SLNO) provides access to the company’s official regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Soleno describes itself as a biopharmaceutical company focused on novel therapeutics for rare diseases, and its filings document financial results, material agreements, governance changes, and other significant events related to this business.
Investors can review current reports on Form 8-K in which Soleno announces quarterly and preliminary financial results, operating metrics for VYKAT XR (diazoxide choline) extended-release tablets, and updates on the U.S. launch of this once-daily oral treatment for hyperphagia in adults and pediatric patients 4 years of age and older with Prader-Willi syndrome. These filings incorporate press releases that discuss product revenue, profitability, cash balances, and other financial information.
Filings also describe capital structure and financing arrangements, including an accelerated share repurchase (ASR) Agreement with Jefferies LLC for up to $100 million of common stock and a first amendment to Soleno’s loan and security agreement with Oxford Finance LLC and other lenders. The 8-Ks outline key terms of these arrangements, such as prepayment of the purchase price, initial share delivery, and changes to loan availability.
Additional 8-Ks cover corporate governance and Board composition, such as the appointment of an independent director with extensive biopharmaceutical finance experience and the associated equity grants under the company’s equity incentive plan. Other filings provide Regulation FD disclosures on topics like investor presentations and safety-related communications, including Soleno’s description of a serious adverse event reported in the FDA’s FAERS database and its assessment of that event.
On this page, AI-powered tools can help summarize lengthy exhibits and press releases attached to Soleno’s filings, highlight key terms in material agreements, and clarify the implications of reported financial metrics, capital transactions, and governance changes for users reviewing SLNO’s regulatory history.
Soleno Therapeutics, Inc. has voluntarily withdrawn its marketing authorization application for VIOKAT prolonged-release tablets (diazoxide choline) for Prader-Willi syndrome in Europe. The application had been under review by the European Medicines Agency with a decision previously expected in mid-2026.
The withdrawal is described as a business and strategic decision and preserves the company’s ability to re-engage with regulators later if an appropriate path emerges. The company cautions that there is no assurance it will re-engage with the EMA and includes standard forward-looking statement disclaimers.
Neurocrine Biosciences has announced a planned tender offer by its wholly owned subsidiary, Sigma Merger Sub, for all outstanding shares of Soleno Therapeutics, Inc., pursuant to an Agreement and Plan of Merger dated April 5, 2026. The communication states the tender offer has not commenced and that formal tender offer materials and Soleno’s solicitation/recommendation on Schedule 14D-9 will be filed with the SEC when the offer begins. Forward-looking statements and customary closing conditions are included; timing, price, and the number of shares to be acquired are not provided in the excerpt.
Neurocrine Biosciences and its acquisition subsidiary, Sigma Merger Sub, intend to launch a tender offer for all outstanding shares of Soleno Therapeutics, Inc. The planned tender offer is to be made pursuant to an Agreement and Plan of Merger, dated April 5, 2026. The communication describes procedural next steps: a Schedule TO tender offer statement to be filed by Neurocrine and its acquisition subsidiary and a Schedule 14D-9 solicitation/recommendation statement to be filed by Soleno; the offer has not commenced.
The statement includes customary forward-looking disclaimers about timing, closing conditions, potential competing proposals, regulatory uncertainty, integration risks, and other standard transaction risks.
Soleno Therapeutics agreed to be acquired by Neurocrine Biosciences in an all-cash deal at $53.00 per share, valuing Soleno at approximately $2.9 billion. Neurocrine will launch a cash tender offer for all outstanding Soleno shares, followed by a back-end merger if the offer succeeds.
The offer price represents a 34% premium to Soleno’s April 2, 2026 closing price and a 51% premium to its 30‑day volume‑weighted average price. Soleno’s board unanimously approved the transaction and recommends that stockholders tender their shares. Two principal stockholders owning about 1.01% of shares signed support agreements to participate in the offer.
VYKAT XR (diazoxide choline), Soleno’s first commercial product for hyperphagia in Prader‑Willi syndrome, generated $190 million in 2025 revenue, including $92 million in the fourth quarter. The merger agreement includes termination fees of $95.25 million payable by Soleno in certain cases and $141.5 million payable by Neurocrine if antitrust approvals fail, and sets an outside termination date of October 5, 2026.
Neurocrine Biosciences entered into an Agreement and Plan of Merger to acquire Soleno Therapeutics via a cash tender offer at $53.00 per share. Neurocrine will commence the offer within ten business days and keep it open for twenty business days, subject to customary conditions, antitrust clearances and possible extensions.
The agreement contemplates a subsequent short-form merger under Section 251(h) of the DGCL; certain Soleno equity awards, RSUs and warrants will be cashed out at the Offer Price or treated per their terms. The merger agreement includes a $95,250,000 termination fee and a $141,500,000 reverse termination fee. Supporting stockholders hold approximately 1.01% of Soleno shares.
Soleno Therapeutics Chief Commercial Officer Meredith Manning reported open-market sales of a total of 7,522 shares of common stock of SOLENO THERAPEUTICS INC on March 27, 2026. According to the footnotes, these shares were sold to cover tax withholding obligations tied to vesting restricted stock units. After these transactions, Manning directly holds 64,507 shares of common stock.
Soleno Therapeutics senior vice president of clinical development Michael F. Huang reported open-market sales of company common stock primarily to cover tax obligations from vesting restricted stock units. He sold a total of 6,582 shares in multiple trades on March 27, 2026, at weighted average prices around $30–$32 per share. Following these transactions, he continues to hold 39,823 shares of common stock directly.
Soleno Therapeutics Schedule 13G/A amendment: The Vanguard Group reports beneficial ownership of 0 shares of Soleno Therapeutics common stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026 that led certain Vanguard subsidiaries to report separately. The amendment is signed by Ashley Grim on 03/27/2026.
Soleno Therapeutics, Inc. filed a current report describing that its Board of Directors approved and adopted Amended and Restated Bylaws effective March 16, 2026. The revisions update advance notice rules for stockholder proposals and director nominations, reflect recent Delaware corporate law changes, add certain governance updates, and include a forum selection provision, along with various technical and clarifying edits.
Soleno Therapeutics chief financial officer Jennifer Fulk reported equity awards tied to her compensation. On March 2, 2026, she acquired options covering 67,660 shares of common stock through an exercise or conversion of a derivative security and was granted 39,200 shares of common stock in the form of restricted stock units.
The RSUs vest in four equal installments of 25% each on March 2, 2027, March 2, 2028, March 2, 2029, and March 2, 2030, contingent on her continued service. The option vests with one-fourth on March 2, 2027, then in equal monthly installments over the following 36 months, also conditioned on continued service.