Soleno Therapeutics deregisters S-3 after merger

Rhea-AI Filing Summary

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.

Insights

Corporate Transactions Counsel

Deregistration follows a closing merger that converted the registrant into a subsidiary.

The filing documents a post-effective amendment to remove any unsold securities under two Form S-3 registration statements following the Merger effected on May 18, 2026. The action invokes the registration undertakings to withdraw unsold shares.

Key dependencies include the Merger Agreement dated April 5, 2026 and the related Form 8-K exhibit; subsequent SEC filings by the surviving parent will reflect remaining reporting obligations.

Capital Markets Analyst

The amendment is administrative: it terminates prior shelf registrations after a change-in-control.

The company states that, upon the Merger, it has terminated offerings under Registration Statements 333-275120 and 333-276344 and removed any unsold securities by post-effective amendment dated May 18, 2026. This is a procedural close-out of registered capacity.

Cash-flow treatment and any issuance history under those registrations are not described in the excerpt; subsequent disclosures by the parent may show impact on capital structure.

Key Figures

Registration Statement: 333-275120 Registration Statement: 333-276344 Merger Effective Date: May 18, 2026 +2 more

5 metrics

Registration Statement 333-275120 Form S-3 deregistered

Registration Statement 333-276344 Form S-3 deregistered

Merger Effective Date May 18, 2026 Merger of Merger Sub into the Registrant

Merger Agreement Date April 5, 2026 Date of Merger Agreement among Registrant, Parent and Merger Sub

Registrant agent address 100 Marine Parkway, Suite 400, Redwood City, CA 94065 Registrant principal executive office

Key Terms

Post-Effective Amendment, Form S-3, Deregistration, Merger Agreement

4 terms

Post-Effective Amendment regulatory

"DEREGISTRATION OF SECURITIES This Post-Effective Amendment (this “Post-Effective Amendment”)"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"This Post-Effective Amendment is being filed by Soleno Therapeutics, Inc. to deregister any and all securities registered ... on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Deregistration regulatory

"the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration all of the securities"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

Merger Agreement legal

"pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 5, 2026"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Soleno Therapeutics (SLNO) file a post-effective amendment?

They deregistered unsold securities by post-effective amendment after completing a merger on May 18, 2026. The filing states the Merger made Soleno a wholly owned subsidiary of Neurocrine Biosciences and removes any unsold securities under the listed Form S-3 registration statements.

Which registration statements were deregistered in this filing?

The amendment deregisters securities under Registration Statements Nos. 333-275120 and 333-276344. The filing amends those Form S-3 registrations to remove any securities that remained unsold as of May 18, 2026.

What transaction triggered the deregistration?

A merger closed on May 18, 2026, pursuant to a Merger Agreement dated April 5, 2026. The filing states Merger Sub merged into Soleno, making Soleno a wholly owned subsidiary of Neurocrine Biosciences.

Does the amendment disclose proceeds or remaining issuances?

No. The post-effective amendment states it removes any unsold registered securities but does not disclose proceeds, number of shares unsold, or issuance history in the provided excerpt.

Where can I find the Merger Agreement referenced in the amendment?

The filing references the Merger Agreement attached as Exhibit 2.1 to Soleno’s Form 8-K filed April 6, 2026. That Form 8-K should contain the Merger Agreement exhibit and related transaction details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 09:11 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on May 18, 2026

Registration No. 333-275120

Registration No. 333-276344

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST- EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3 REGISTRATION STATEMENT NO. 333-275120

FORM S-3 REGISTRATION STATEMENT NO. 333-276344

UNDER

THE SECURITIES ACT OF 1933

Soleno Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		77-0523891
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

100 Marine Parkway, Suite 400

Redwood City, CA 94065

(650) 213-8444

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Darin M. Lippoldt

President and Secretary

Soleno Therapeutics, Inc.

6027 Edgewood Bend Court

San Diego, California 92130

(858) 617-7600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Jamie Leigh

Kevin Cooper

Carlos Ramirez

Cooley LLP

3 Embarcadero Center, 20th Floor

San Francisco, California 94111

(415) 693-2000

(Approximate date of commencement of proposed sale to the public): Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) is being filed by Soleno Therapeutics, Inc. (the “Registrant”) to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under the following Registration Statements on Form S-3 (each, a “Registration Statement,” and collectively, the “Registration Statements”) previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

• Registration Statement No.  333-275120, filed with the SEC on October 20, 2023, relating to the registration of a resale of an aggregate of 3,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), by the selling stockholders named therein.

• Registration Statement No. 333-276344, filed with the SEC on January 2, 2024, relating to the registration of an unspecified number of the Company’s Common Stock, preferred stock, debt securities, depositary shares, warrants, subscription rights, purchase contracts and/or units, with an unspecified aggregate offering price.

On May 18, 2026, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 5, 2026, by and among the Registrant, Neurocrine Biosciences, Inc. (“Parent”) and Sigma Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under the Registration Statements which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration all of the securities that remain unsold under the Registration Statements as of the date hereof, if any. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on May 18, 2026.

SOLENO THERAPEUTICS, INC.
By:		/s/ Darin M. Lippoldt
		Name: Darin M. Lippoldt
		Title: President and Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.