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, Inc. filed an amended annual report to add detailed Part III disclosures on its board, executive team and 2025 compensation. The filing also highlights a pivotal year operationally, with net revenue from VYKAT XR reaching $190.4 million and net income of $20.9 million, reflecting a profitable commercial launch.
Soleno generated $48.7 million of operating cash flow in the fourth quarter, invested $100 million in an accelerated share repurchase and ended 2025 with $506.1 million in cash, cash equivalents and marketable securities. On April 5, 2026, the company agreed to be acquired by Neurocrine Biosciences via a cash tender offer at $53.00 per share, to be followed by a merger if completed. The amendment also details board committee structures, director pay, and an executive pay program heavily weighted toward at-risk equity incentives tied to performance.
Neurocrine Biosciences and its subsidiary Sigma Merger Sub have amended their tender offer for Soleno Therapeutics, offering $53.00 per share in cash for all outstanding common shares. This Amendment No. 2 supplements the Schedule TO and adds a Soleno Employee FAQ as an exhibit, with other offer terms remaining as filed.
Soleno Therapeutics amended its Schedule 14D-9 to update the U.S. Antitrust disclosure relating to the pending cash tender offer and merger with Neurocrine Biosciences. The amendment states that Soleno and Neurocrine filed HSR premerger notifications on April 10, 2026, and the HSR waiting period expired at 11:59 p.m. Eastern Time on April 27, 2026. The amendment notes that the HSR condition to the Offer has been satisfied and the Offer remains subject to the remaining conditions set forth in the Offer to Purchase.
Neurocrine Biosciences has amended its Schedule TO to confirm the tender offer by its subsidiary Sigma Merger Sub to acquire all outstanding Soleno Therapeutics common shares for $53.00 per share, payable in cash. The filing states the HSR Act waiting period expired as of April 27, 2026, satisfying the Regulatory Condition to the Offer; the Offer remains subject to the remaining conditions set forth in the Offer to Purchase.
Soleno Therapeutics reports that BlackRock, Inc. beneficially owned 3,543,296 shares of its common stock, representing 6.9% of the class as disclosed in a Schedule 13G/A. The filing shows BlackRock has sole voting power over 3,471,113 shares and sole dispositive power over 3,543,296 shares. The disclosure is signed by a BlackRock Managing Director on 04/24/2026.
Soleno Therapeutics (Soleno) recommends stockholders accept Neurocrine’s $53.00 per share cash tender offer and tender their Shares. The Offer, made by Purchaser as part of a Merger Agreement, would convert each outstanding Share into the right to receive $53.00 in cash, subject to the satisfaction or waiver of the Merger Agreement conditions. As of April 5, 2026, there were 51,718,149 Shares issued and outstanding. The Offer’s initial expiration is one minute after 11:59 p.m. Eastern Time on May 15, 2026, and the Merger is structured to be effected under Section 251(h) of the DGCL following the Offer Acceptance Time, subject to customary conditions including tender of a majority of Shares and HSR clearance.
Neurocrine Biosciences, Inc. is conducting a cash tender offer to acquire Soleno Therapeutics, Inc. at $53.00 per share under the Offer to Purchase dated April 20, 2026. The offer, made by Neurocrine's wholly owned subsidiary Sigma Merger Sub, Inc., covers all outstanding Soleno common shares.
The Offer to Purchase, Letter of Transmittal and related transaction agreements (including an Agreement and Plan of Merger dated April 5, 2026) are attached as exhibits and incorporated by reference. The offer is payable in cash, subject to customary terms, conditions and any applicable withholding taxes; the filing states the Offer is not subject to a financing condition.
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.
Neurocrine Biosciences has announced a planned tender offer by its wholly owned subsidiary, Sigma Merger Sub, for all outstanding shares of Soleno Therapeutics, Inc., pursuant to an Agreement and Plan of Merger dated April 5, 2026. The communication states the tender offer has not commenced and that formal tender offer materials and Soleno’s solicitation/recommendation on Schedule 14D-9 will be filed with the SEC when the offer begins. Forward-looking statements and customary closing conditions are included; timing, price, and the number of shares to be acquired are not provided in the excerpt.
Neurocrine Biosciences and its acquisition subsidiary, Sigma Merger Sub, intend to launch a tender offer for all outstanding shares of Soleno Therapeutics, Inc. The planned tender offer is to be made pursuant to an Agreement and Plan of Merger, dated April 5, 2026. The communication describes procedural next steps: a Schedule TO tender offer statement to be filed by Neurocrine and its acquisition subsidiary and a Schedule 14D-9 solicitation/recommendation statement to be filed by Soleno; the offer has not commenced.
The statement includes customary forward-looking disclaimers about timing, closing conditions, potential competing proposals, regulatory uncertainty, integration risks, and other standard transaction risks.