Soleno Therapeutics deregisters S-3 after merger

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.

Rhea-AI Filing Summary

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.

Insights

M&A Counsel

Deregistration follows a closing merger that converted the company into a wholly owned subsidiary.

The filing amends Form S-3 registration statements to remove any unsold securities after the Merger closed on May 18, 2026, consistent with standard post-closing housekeeping obligations tied to registration undertakings.

Key dependency: the Merger Agreement dated April 5, 2026 governs rights and obligations; referenced Exhibit 2.1 in the April 6, 2026 Form 8-K contains the operative terms.

Corporate Finance Analyst

Administrative deregistration removes potential overhang from previously filed shelf registrations.

The amendment terminates effectiveness of Registration Nos. 333-275120 and 333-276344, stating no securities remain registered under them as of the filing date. This is a routine step after a change in control where the issuer ceases independent public status.

Cash‑flow treatment and any purchaser consideration are governed by the Merger Agreement; this filing does not disclose proceeds or post‑closing financial effects.

Key Figures

Registration Numbers: 333-275120; 333-276344 Merger closing date: May 18, 2026 Merger Agreement date: April 5, 2026 +1 more

4 metrics

Registration Numbers 333-275120; 333-276344 Form S-3 registration statements amended

Merger closing date May 18, 2026 Merger Sub merged with and into the Registrant

Merger Agreement date April 5, 2026 Date of Agreement and Plan of Merger

Post-effect No remaining securities registered After giving effect to this Post-Effective Amendment

Key Terms

Post-Effective Amendment, Form S-3, Agreement and Plan of Merger

3 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment (this “Post-Effective Amendment”) is being filed"

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

"Registration Statements on Form S-3 (each, a “Registration Statement”"

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.

Agreement and Plan of Merger legal

"pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), 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.

Offering Details

base_shelf_indeterminate

Offering

Offering Type base_shelf_indeterminate

FAQ

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

What did Soleno Therapeutics file in this Post-Effective Amendment?

The company filed a Post-Effective Amendment to its Form S-3 to deregister any unsold securities as of May 18, 2026. The amendment states there will be no remaining securities registered under Registration Nos. 333-275120 and 333-276344.

Why did Soleno deregister the securities on May 18, 2026?

Deregistration occurred because Soleno completed a merger into Neurocrine Biosciences on May 18, 2026. The filing cites the Agreement and Plan of Merger dated April 5, 2026 and removes unsold securities per the registration undertakings.

Which registration statements were affected by the amendment?

The amendment amends and terminates effectiveness of Registration Nos. 333-275120 and 333-276344. The filing explicitly states that, after this amendment, no securities remain registered under those Registration Statements.

Does the amendment disclose merger terms or consideration paid?

No. The amendment references the Merger Agreement dated April 5, 2026 and the Form 8-K filed April 6, 2026, but it does not disclose purchase price, consideration amounts, or cash‑flow details in this amendment.

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

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Accepted by SEC EDGAR 05/18/2026 - 09:09 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.