[144] Soleno Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Soleno Therapeutics, Inc. (SLNO) reports a proposed sale of 1,347,522 shares of common stock, representing approximately 2.54% of the 53,145,009 shares outstanding. The filing shows an approximate sale date of 08/11/2025 through BTIG, LLC on NASDAQ with an aggregate market value of $110,696,581.49. The shares were acquired in two lots: 860,980 shares purchased from the issuer on 06/26/2020 for cash, and 486,542 shares acquired upon net exercise of warrants on 08/11/2025 with payment dated 03/31/2022 noted for the latter lot. The filer certifies no undisclosed material adverse information and declares no sales in the past three months.

Positive

• Full compliance with Rule 144 disclosure: the filing lists acquisition dates, amounts, and payment methods.
• Attestation provided that no undisclosed material adverse information is known to the filer.

Negative

• Large proposed sale of 1,347,522 shares (~2.54% of outstanding) with aggregate value of $110,696,581.49, which could increase supply pressure on the stock.
• Includes recently acquired warrant shares (486,542), indicating potential insider liquidity events.

Insights

Securities Analyst

TL;DR: A significant insider sale equal to ~2.5% of outstanding shares valued at $110.7M is planned via BTIG on NASDAQ.

The filing discloses a proposed disposition of 1,347,522 common shares with an aggregate market value of $110,696,581.49 and an approximate sale date of 08/11/2025. For investors, a sale of this size by an insider or affiliated person can increase share supply in the market and may exert downward pressure on near-term share price depending on execution method and market liquidity. The notice also documents acquisition provenance: a 2020 issuer purchase of 860,980 shares and a net exercise of warrants for 486,542 shares. No sales in the past three months are reported, and the filer affirms absence of undisclosed material adverse information.

Corporate Governance Expert

TL;DR: The Form 144 is a routine disclosure of a sizeable planned sale; it requires monitoring but is not itself evidence of governance failure.

The document follows Rule 144 disclosure for proposed resale of company stock. It provides clear acquisition history and payment methods for the shares to be sold and includes the signer’s attestation about public disclosure of material information. From a governance perspective, the filing is complete in the details it contains and does not allege any internal control or disclosure lapses. The presence of warrant-originated shares and a large aggregate value are noteworthy for shareholder dilution and messaging considerations.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	BTIG, LLC 350 Bush Street, 9th Floor San Francisco, CA 94104	1347522	110696581.49	53145009	08/11/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	06/26/2020	Purchased from the Issuer	Issuer			860980	06/26/2020	Cash
Common Stock	08/11/2025	Acquired upon net exercise of warrants	Issuer			486542	03/31/2022	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for SLNO disclose?

The filing discloses a proposed sale of 1,347,522 common shares of Soleno Therapeutics (SLNO) with an approximate sale date of 08/11/2025 through BTIG, LLC and an aggregate market value of $110,696,581.49.

How much of SLNO's outstanding shares does the proposed sale represent?

The proposed sale of 1,347,522 shares represents approximately 2.54% of the 53,145,009 shares outstanding.

When and how were the securities being sold acquired?

The filing shows two acquisition dates: 860,980 shares purchased from the issuer on 06/26/2020 for cash, and 486,542 shares acquired upon net exercise of warrants (listed with a date of 08/11/2025 and payment noted as 03/31/2022 in the table).

Who is the broker handling the proposed sale?

The broker named in the filing is BTIG, LLC, 350 Bush Street, 9th Floor, San Francisco, CA 94104.

Does the filing report any sales in the past three months?

The filing states "Nothing to Report" under securities sold during the past three months.