Soleno Therapeutics (SLNO) Board adopts amended and restated bylaws

Rhea-AI Filing Summary

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 INC false 0001484565 --12-31 0001484565 2026-03-16 2026-03-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 16, 2026

SOLENO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36593		77-0523891
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification Number)

100 Marine Parkway, Suite 400

Redwood City, CA 94065

(Address of principal executive offices)

(650) 213-8444

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbols		Name of each exchange on which registered
Common Stock, $0.001 par value		SLNO		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 16, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date. The prior bylaws were amended and restated to, among other things: update the advance notice provisions regarding proposals and nominations from stockholders; make updates to reflect changes in Delaware law; make certain governance updates; and include a forum selection provision. The Bylaws were also amended and restated for certain technical and clarifying changes.

The foregoing description is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Amended and Restated Bylaws
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

				SOLENO THERAPEUTICS, INC.
Date: March 16, 2026
				By:		/s/ Anish Bhatnagar
						Anish Bhatnagar
						Chief Executive Officer

FAQ

What did Soleno Therapeutics (SLNO) change in its bylaws on March 16, 2026?

Soleno Therapeutics amended and restated its bylaws on March 16, 2026. Changes include updated advance notice rules for stockholder proposals, Delaware law updates, certain governance revisions, and adding a forum selection clause plus technical and clarifying edits.

Why did Soleno Therapeutics (SLNO) update its advance notice provisions?

Soleno Therapeutics updated advance notice provisions to refine how stockholders submit proposals and director nominations. The changes clarify procedural requirements and timing, aligning governance practices with current standards while integrating other Delaware law and governance updates into the restated bylaws.

How do the new Soleno Therapeutics (SLNO) bylaws address Delaware law changes?

The amended and restated bylaws incorporate updates reflecting changes in Delaware corporate law. By aligning bylaw language with current statutes, Soleno aims to keep its governance framework consistent with the prevailing legal environment applicable to Delaware-incorporated companies.

What is the forum selection provision added by Soleno Therapeutics (SLNO)?

Soleno Therapeutics’ revised bylaws now include a forum selection provision. This clause designates a specific court or jurisdiction for certain corporate disputes, seeking greater predictability and consistency in how internal corporate claims are handled under the company’s governance framework.

Who approved the amended and restated bylaws at Soleno Therapeutics (SLNO)?

The Board of Directors of Soleno Therapeutics approved the amended and restated bylaws, acting on a recommendation from its Nominating and Corporate Governance Committee. The updated bylaws became effective on March 16, 2026, the same day the Board took action.

Where can investors see the full text of Soleno Therapeutics (SLNO) amended bylaws?

Investors can review the complete text of the amended and restated bylaws in Exhibit 3.1 to the current report. The exhibit is incorporated by reference and provides all detailed governance, procedural, and forum selection provisions adopted by Soleno Therapeutics.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 166.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB