Neurocrine completes Soleno buyout (NASDAQ: SLNO) at $53.00 per share

Rhea-AI Filing Summary

Soleno Therapeutics, Inc. responded to Neurocrine Biosciences’ tender offer and confirmed the offer at $53.00 per share. The Offer expired one minute after 11:59 p.m. Eastern on May 15, 2026, with 46,356,114 shares validly tendered, representing 88.9% of outstanding shares.

Purchaser accepted those Shares, and because the Minimum Condition was satisfied, the merger under Section 251(h) of the DGCL closed on May 18, 2026. Trading in the Shares ceased prior to the open on May 18, 2026, the Shares will be delisted from Nasdaq, and Neurocrine and Purchaser intend to terminate registration of the Shares and suspend Soleno’s Exchange Act reporting obligations.

Insights

M&A Counsel

Merger closed under DGCL Section 251(h) after tender offer met the minimum condition.

The filing confirms the Offer expired at the stated time and that 46,356,114 Shares were validly tendered, satisfying the Minimum Condition and permitting a merger under Section 251(h) of the DGCL. The Merger closed on May 18, 2026.

Post-closing mechanics noted include cessation of trading and planned delisting from Nasdaq; Neurocrine and Purchaser state they will take steps to terminate registration under the Exchange Act and suspend reporting obligations, timing not specified in the excerpt.

Corporate Finance Analyst

Tender offer accepted at $53.00 per share with ~88.9% participation, enabling control transfer.

The Offer resulted in Purchaser acquiring 46,356,114 Shares, representing 88.9% of outstanding shares as of the Expiration Time. Purchaser accepted those Shares for payment and effected the Merger on May 18, 2026.

Trading in the Shares stopped prior to the market open on May 18, 2026 and the Shares will be delisted. The filing states Neurocrine intends to terminate registration and suspend reporting; cash-flow treatment for payments follows the Offer terms.

Key Figures

Offer price: $53.00 per Share Shares validly tendered: 46,356,114 shares Tender participation: 88.9% +2 more

5 metrics

Offer price $53.00 per Share Offer to purchase dated April 20, 2026

Shares validly tendered 46,356,114 shares As of the Expiration Time on May 15, 2026

Tender participation 88.9% Percentage of issued and outstanding Shares as of the Expiration Time

Merger closing date May 18, 2026 Merger effected under Section 251(h) of the DGCL

Trading status Shares ceased trading Prior to the open of Nasdaq on May 18, 2026

Key Terms

Section 251(h) of the DGCL, Schedule 14D-9, Tender Offer, Depository

4 terms

Section 251(h) of the DGCL regulatory

"Following acceptance ... effect the Merger under Section 251(h) of the DGCL"

Schedule 14D-9 regulatory

"This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Tender Offer financial

"The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Depository other

"Equiniti Trust Company, LLC, the depository for the Offer"

A depository is a financial institution that holds securities such as stocks and bonds electronically on behalf of investors and manages the transfer, settlement and record-keeping of those holdings. Think of it as a secure vault and mailroom combined: it keeps your ownership safe, handles payments and corporate actions (like dividends or stock splits), and makes buying, selling and transferring investments faster and less risky—important for preserving value and ensuring you actually receive payments and updates.

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

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Accepted by SEC EDGAR 05/18/2026 - 09:04 AM Learn about SEC filing dates

FAQ

What did Soleno Therapeutics (SLNO) say about the tender offer outcome?

Soleno confirmed the Offer expired and 46,356,114 shares were validly tendered representing 88.9%. Purchaser accepted those shares and the Merger closed on May 18, 2026.

How much cash was offered per share in the Neurocrine tender for SLNO?

The Offer was for $53.00 per Share payable in cash. The filing reiterates the Offer Price and that payment will be made in accordance with the Offer terms.

Did the merger close and when did Soleno stop trading on Nasdaq?

Yes. The Merger closed on May 18, 2026, and all Shares ceased trading prior to the open on Nasdaq on May 18, 2026, with planned delisting thereafter.

Will Soleno continue reporting under the Exchange Act after the merger?

Neurocrine and Purchaser intend to take steps to terminate registration of the Shares under the Exchange Act and suspend Soleno’s reporting obligations as promptly as practicable.

What legal route was used to effect the merger without a stockholder vote?

Purchaser owned a sufficient number of Shares to effect the Merger under Section 251(h) of the DGCL, which permits a merger following a successful tender offer without a separate stockholder vote.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)

SOLENO THERAPEUTICS, INC.

(Name of Subject Company)

SOLENO THERAPEUTICS, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.001 per Share

(Title of Class of Securities)

834203309

(CUSIP Number of Class of Securities)

Anish Bhatnagar

Chief Executive Officer

100 Marine Parkway, Suite 400

Redwood City, CA 94065

(650) 213-8444

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

With copies to:

Elton Satusky

Robert T. Ishii

Douglas K. Schnell

Catherine Riley Tzipori

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Soleno Therapeutics, Inc., a Delaware corporation (“Soleno”), with the U.S. Securities and Exchange Commission (the “SEC”) on April 20, 2026, relating to the Tender Offer Statement on Schedule TO filed by Sigma Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Neurocrine Biosciences, Inc., a Delaware corporation (“Neurocrine”), and Neurocrine with the SEC on April 20, 2026 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Soleno, in exchange for $53.00 per Share, payable in cash without interest and subject to reduction for any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase, dated April 20, 2026 and the related letter of transmittal, as each may be amended or supplemented from time to time. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding a new section titled “Expiration of the Offer Period; Completion of the Merger” immediately before the section titled “Annual and Quarterly Reports” on page 56 of the Schedule 14D-9 as follows:

“Expiration of the Offering Period; Completion of the Merger

The Offer and related withdrawal rights expired as scheduled one minute following 11:59 p.m. Eastern Time on May 15, 2026 (the “Expiration Time”) and were not extended. Neurocrine and Purchaser were advised by Equiniti Trust Company, LLC, the depository for the Offer (“Depository”), that, as of the Expiration Time, a total of 46,356,114 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 88.9% of the issued and outstanding Shares as of the Expiration Time. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.

Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer and payment of the Offer Price for such Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement.

Following acceptance for payment of the Shares, Purchaser owned a sufficient number of Shares to effect the Merger under Section 251(h) of the DGCL, without a vote of Soleno’s stockholders. Accordingly, the Merger closed on May 18, 2026, with Purchaser merging with and into Soleno, and Soleno continuing as the surviving corporation under the name “Soleno Therapeutics, Inc.” and as a direct wholly owned subsidiary of Parent.

Following the consummation of the Merger, all Shares ceased trading prior to the open of trading on the Nasdaq Capital Market (“Nasdaq”) on May 18, 2026, and the Shares will be delisted from Nasdaq. Neurocrine and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Soleno’s reporting obligations under the Exchange Act as promptly as practicable.

On May 18, 2026, Neurocrine issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release issued by Neurocrine is filed as Exhibit (a)(5)(H) to the amendment to the Tender Offer Statement on Schedule TO filed by Neurocrine and Purchaser with the SEC on May 18, 2026 and is incorporated by reference herein.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

Dated: May 18, 2026