Soleno Therapeutics (SLNO) director exits as $53-per-share cash merger closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Soleno Therapeutics director Dawn Carter reported a disposition of 16,991 shares of Common Stock in connection with the company’s acquisition. On May 18, 2026, Sigma Merger Sub, Inc. merged with and into Soleno Therapeutics, Inc., which continued as a wholly owned subsidiary of Neocrine Biosciences, Inc.
In the merger, each issued and outstanding share of Soleno’s Common Stock was cancelled and converted into the right to receive $53.00 in cash, described as the Merger Consideration. Certain shares were represented by previously reported restricted stock units that were also cancelled and converted into the same $53.00 cash right. Following this transaction, Carter reported owning no Soleno shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Bir Dawn Carter
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 16,991 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Certain of these shares are represented by previously reported restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno Therapeutics, Inc. (the "Company"), Neocrine Biosciences, Inc. ("Parent") and Sigma Merger Sub, Inc. ("Merger Sub"), on May 18, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding vested and unvested RSU was cancelled and converted into the right to receive an amount equal to $53.00 in cash (the "Merger Consideration"). In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.
Key Figures
Shares disposed: 16,991 shares
Merger Consideration per share: $53.00 in cash
Date of merger closing: May 18, 2026
+1 more
4 metrics
Shares disposed
16,991 shares
Common Stock cancelled in merger
Merger Consideration per share
$53.00 in cash
Cash paid for each share and RSU
Date of merger closing
May 18, 2026
Effective date Merger Sub merged into Soleno
Post-transaction holdings
0 shares
Total Soleno shares reported after disposition
Key Terms
restricted stock units ("RSUs"), Agreement and Plan of Merger, Merger Consideration, wholly owned subsidiary, +1 more
5 terms
restricted stock units ("RSUs") financial
"Certain of these shares are represented by previously reported restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive an amount equal to $53.00 in cash (the "Merger Consideration")."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
wholly owned subsidiary financial
"the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What did Soleno Therapeutics (SLNO) director Dawn Carter report in this Form 4?
Dawn Carter reported a disposition of 16,991 shares of Soleno Therapeutics Common Stock. The shares were cancelled in connection with the company’s merger and converted into the right to receive cash, leaving her with no reported Soleno share holdings afterward.
What happened to Soleno Therapeutics (SLNO) RSUs in the merger?
Each issued and outstanding vested and unvested restricted stock unit of Soleno Therapeutics was cancelled in the merger. Holders received the right to an amount in cash equal to $53.00 per RSU, matching the Merger Consideration applied to outstanding Common Stock shares.
What is the Merger Consideration mentioned for Soleno Therapeutics (SLNO)?
The Merger Consideration is defined as $53.00 in cash per share or RSU of Soleno Therapeutics. In the merger, each outstanding share and each vested or unvested RSU was cancelled and converted into the right to receive this $53.00 cash payment from the acquiring parent.
What corporate change occurred to Soleno Therapeutics (SLNO) in this transaction?
Sigma Merger Sub, Inc. merged with and into Soleno Therapeutics, Inc. Soleno survived the transaction and became a wholly owned subsidiary of Neocrine Biosciences, Inc., meaning the parent company now indirectly owns all of Soleno’s equity following the merger.