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.
Soleno Therapeutics filings document the regulatory, financial, governance, and capital-structure disclosures of a Nasdaq-listed biopharmaceutical company commercializing VYKAT XR for hyperphagia associated with Prader-Willi syndrome. Recent Form 8-K reports cover operating results and launch updates, regulatory and marketing-authorization matters for diazoxide choline, material agreements, share-repurchase arrangements, and the company's common stock registration on Nasdaq.
The filing record also includes board-approved bylaw amendments, officer appointments and compensation arrangements, exhibits to earnings releases, and material-event disclosures related to strategic transactions. These documents formalize the company's public reporting around product commercialization, corporate governance, executive compensation, and risk-related business developments.
Soleno Therapeutics senior vice president of clinical development Michael F. Huang reported dispositions tied to the company’s cash merger with Neocrine Biosciences. On May 18, 2026, all of his Soleno common shares and equity awards were cancelled and converted into cash.
The filing shows 39,823 shares of common stock disposed to the issuer, leaving him with zero common shares. In addition, stock options covering 11,900, 13,800, and 110,000 shares were cancelled for cash equal to the $53.00 per-share merger consideration minus each option’s exercise price. These are mechanical merger-related cash-outs, not open-market trades.
Soleno Therapeutics insider Patricia C. Hirano reported dispositions of all remaining equity awards in connection with the company’s merger with Neocrine Biosciences, Inc. On May 18, 2026, Soleno became a wholly owned subsidiary of Neocrine via a merger.
Each issued and outstanding share of Soleno common stock, including shares represented by restricted stock units, was cancelled and converted into the right to receive $53.00 in cash per share, described as the Merger Consideration. Hirano disposed of 22,702 common shares to the issuer and now holds no common stock directly.
Multiple derivative awards were also cancelled for cash. Employee stock options and a warrant were exchanged for cash payments based on the difference between the $53.00 Merger Consideration and their respective exercise prices, multiplied by the number of underlying shares. Following these transactions, all reported options and the warrant show zero remaining balance.
Soleno Therapeutics director Mark W. Hahn reported a disposition of 10,046 shares of common stock to the issuer. These shares were represented by previously reported restricted stock units (RSUs).
In connection with the merger of Sigma Merger Sub, Inc. into Soleno Therapeutics, Inc., making Soleno a wholly owned subsidiary of Neocrine Biosciences, Inc., each vested and unvested RSU was cancelled and converted into the right to receive $53.00 in cash per unit as merger consideration. Following this cancellation, Hahn reported holding no shares of Soleno common stock directly.
Soleno Therapeutics' chief financial officer Jennifer Fulk reported merger-related dispositions of equity awards. On May 18, 2026, 39,200 shares of Common Stock represented by restricted stock units were cancelled in connection with Soleno’s merger into a wholly owned subsidiary of Neocrine Biosciences.
Each vested and unvested restricted stock unit was converted into the right to receive $53.00 in cash per share as merger consideration. On the same date, an employee stock option covering 67,660 shares at an exercise price of $39.06 per share was cancelled in exchange for a cash payment based on the difference between the $53.00 merger consideration and the option exercise price. Following these transactions, the filing shows no remaining holdings from these awards.
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.
Soleno Therapeutics CEO Anish Bhatnagar reported dispositions of all his company equity in connection with Soleno’s cash merger with Neocrine Biosciences. On May 18, 2026, he disposed of 583,656 shares of Common Stock back to the issuer, consistent with the merger closing.
Footnotes state that each issued and outstanding Soleno Common Share and each vested and unvested restricted stock unit was cancelled and converted into the right to receive $53.00 in cash per share as merger consideration. Multiple employee stock options covering various share amounts and exercise prices were also cancelled at the effective time of the merger in exchange for cash equal to the spread between the $53.00 merger consideration and their respective exercise prices.
Following these issuer dispositions, the filing shows Bhatnagar with zero shares and zero listed options remaining, reflecting the completion of the cash-out of his Soleno holdings as the company became a wholly owned subsidiary of Neocrine Biosciences.
Soleno Therapeutics, Inc. files a post-effective amendment to deregister all unsold securities under Form S-3 after completing a merger that made it a wholly owned subsidiary of Neurocrine Biosciences, Inc.
The amendment, filed May 18, 2026, states the deregistration is made pursuant to the Merger Agreement dated April 5, 2026 and removes any securities remaining unsold under Registration Statements Nos. 333-275120 and 333-276344.
Soleno Therapeutics, Inc. filed a Post-Effective Amendment No. 1 to its Form S-3 registration statements to deregister any securities that remained unsold as of May 18, 2026. The amendment follows a completed merger under an Agreement and Plan of Merger dated April 5, 2026, under which Soleno became a wholly owned subsidiary of Neurocrine Biosciences, Inc. The amendment states that after this filing there will be no remaining securities registered under the identified registration statements.
Soleno Therapeutics Inc. filed a Form 25 notifying Nasdaq Stock Market LLC of the removal of its Common Stock from listing and/or registration under Section 12(b) of the Exchange Act. The notification states Nasdaq and the issuer followed the procedures in 17 CFR 240.12d2-2 and that the Exchange has reasonable grounds for the filing.
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.