Every 8-K that Soleno Therapeutics, Inc. (SLNO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SLNO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SLNO filings page.
Soleno Therapeutics has been acquired by Neurocrine Biosciences for $53.00 per share in cash. Neurocrine’s subsidiary completed a tender offer, then merged into Soleno on May 18, 2026, making Soleno a direct wholly owned subsidiary.
Holders whose shares were not tendered also receive $53.00 per share in cash, except for certain excluded and appraisal shares. About 46,356,114 shares, or approximately 88.9% of outstanding shares, were tendered. Soleno has terminated a loan agreement, ended its employee stock purchase plan, replaced its board and officers, and is being delisted from Nasdaq and deregistered with the SEC.
Soleno Therapeutics, Inc. has voluntarily withdrawn its marketing authorization application for VIOKAT prolonged-release tablets (diazoxide choline) for Prader-Willi syndrome in Europe.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.
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.
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. appointed Jennifer Fulk as Chief Financial Officer, succeeding retiring CFO James Mackaness. Her start date is expected to be March 2, 2026, with Mackaness remaining through March 31, 2026 and then consulting through year-end to support a smooth transition.
Fulk’s employment terms include a $525,000 annual base salary, eligibility for a target cash bonus equal to 45% of base salary, an option to purchase 67,660 shares of common stock, and 39,200 restricted stock units, each subject to multi‑year vesting and continued service.
Soleno Therapeutics reported a rapid shift to commercial growth driven by its first product, VYKAT XR for Prader‑Willi syndrome. Product revenue, net, reached $91.7 million in the fourth quarter and $190.4 million for 2025, compared to no product revenue in 2024.
For 2025, the company generated net income of $20.9 million, or $0.40 per basic share, reversing a $175.9 million net loss in 2024. Operating income was $9.4 million for the year as higher sales offset commercialization costs.
Research and development expense fell to $40.6 million for 2025 from $78.6 million, mainly as pre‑launch and clinical costs declined. Selling, general and administrative expense increased to $132.1 million, reflecting commercial hiring, launch programs and international expansion.
Soleno reported strong launch momentum, noting patient start forms representing over 12% of the U.S. VYKAT XR addressable market in nine months. Total assets were $563.8 million and stockholders’ equity was $450.1 million as of December 31, 2025.
Soleno Therapeutics, Inc. updated compensation for its top executives and adopted a new change in control and severance plan. For 2026, the Board approved higher base salaries and 2025 cash bonuses for the named officers, including a $765,000 salary and $487,740 bonus for CEO Anish Bhatnagar, along with stock options and restricted stock awards for each executive.
The new Key Executive Change in Control and Severance Plan covers all Vice Presidents and above, including the named officers. If an executive is terminated without cause or resigns for good reason outside a change in control period, the CEO can receive 18 months of salary, a 100% target bonus and 18 months of COBRA coverage, with 25% equity vesting acceleration, while other senior executives receive shorter salary and COBRA periods without equity acceleration. If such a termination occurs during the change in control period, the CEO can receive 24 months of salary, a 150% target bonus, 24 months of COBRA coverage and full equity acceleration, with similarly enhanced benefits and full equity vesting for other covered executives.
Soleno Therapeutics, Inc. filed a Form 8-K to report that it issued a press release announcing certain preliminary financial results and operating metrics for the three months and year ended December 31, 2025. The press release is furnished as Exhibit 99.1 and incorporated by reference.
The information is furnished under the results of operations and financial condition disclosure items and is explicitly stated as "furnished" rather than "filed," which limits how it is treated under securities law and in other future SEC filings.
Soleno Therapeutics entered an accelerated share repurchase with Jefferies to repurchase $100.0 million of common stock. The Company prepaid $100.0 million and received an initial delivery of 1,511,553 shares, with any remaining shares expected by the end of its first fiscal quarter of 2026. The final share count will be based on the stock’s volume‑weighted average price during the program, less an agreed discount, with settlement adjustments that could require either party to deliver additional shares or, in Soleno’s case, make a cash payment.
In connection with the ASR, Soleno amended its Oxford Finance loan agreement to permit the repurchase and to modify previously committed capacity. Lenders are no longer obligated to fund the $25.0 million Term C Loans or $25.0 million Term D Loans. After the amendment, the remaining $100.0 million of loans is uncommitted and may be made available only upon mutual agreement.
Soleno Therapeutics, Inc. furnished an update on its business by announcing financial results for the quarter ended September 30, 2025. The company reported these quarterly results through a press release dated November 4, 2025, which is attached as Exhibit 99.1 to this report and incorporated by reference.
The information is provided under the “Results of Operations and Financial Condition” section of the rules governing current reports and is designated as furnished rather than filed. This means it is not subject to certain liability provisions and is not automatically included in other securities law filings unless specifically referenced.
Soleno Therapeutics (SLNO) expanded its Board and Audit Committee by one seat and appointed Mark W. Hahn as a Class II director, with a term expiring at the 2028 annual meeting. Hahn also joins the Audit Committee.
Hahn brings nearly 30 years of CFO experience, including roles at Verona Pharma (through its first product launch and its approximately $10 billion acquisition by Merck in Oct 2025), Dova Pharmaceuticals (acquired by Sobi for up to $915 million in 2019), and Cempra (led IPO and follow-ons). In connection with his appointment, he received 10,046 RSUs, vesting one-third on Oct 13, 2026 and on each annual anniversary thereafter.
Soleno Therapeutics filed a current report describing a serious adverse event recorded in the FDA’s Adverse Event Reporting System involving a deceased patient who had been treated with VYKAT XR. The treating physician reported, and Soleno agrees, that the case was not related to VYKAT XR.
The patient was a 17-year-old male with Prader-Willi Syndrome and multiple co-morbidities, including lymphedema, superficial thrombophlebitis and severe obesity, and died from an apparent pulmonary embolus. Soleno emphasizes that VYKAT XR was approved after a rigorous clinical program, has an established safety and efficacy profile, and should be used according to its FDA-approved label. The company notes that FAERS reports do not establish causation and cites FDA statements explaining that reported events may stem from underlying disease or other factors.
Soleno explains that Prader-Willi Syndrome is associated with significant co-morbidities and reduced life expectancy, and states that it does not plan to comment on future adverse events, including deaths, unless they are directly related to VYKAT XR use and are unexpected under U.S. Prescribing Information.
Soleno Therapeutics, Inc. is sharing an investor presentation for use in previously scheduled meetings with existing and potential investors as part of a non-deal roadshow hosted by Guggenheim Securities and Piper Sandler on August 18–19, 2025. The slide deck is furnished as Exhibit 99.1 to this current report. The company states that this material, including Exhibit 99.1, is provided under Item 7.01 and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.