Soleno (SLNO) amends 14D-9 after HSR waiting period expires

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.

Rhea-AI Filing Summary

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.

Insights

M&A Counsel

HSR waiting period cleared; antitrust condition satisfied.

The amendment confirms that Soleno and Neurocrine submitted Premerger Notification and Report Forms under the HSR Act on April 10, 2026, and that the statutory waiting period expired on April 27, 2026. That expiration means the HSR-based closing condition in the Merger Agreement is met.

Remaining closing conditions noted in the Offer to Purchase still apply; timing and satisfaction of those conditions determine next procedural steps. Subsequent disclosures will report if and when other conditions are satisfied.

Corporate Governance Analyst

Amendment narrows outstanding conditions to non‑antitrust elements.

The filing replaces the prior U.S. Antitrust paragraph to state the waiting period under the HSR Act has expired as of April 27, 2026, removing that contingency from the Offer's checklist. The Offer remains subject to the other conditions set forth in the Offer to Purchase.

Watch for further Schedule 14D-9 or Schedule TO updates confirming satisfaction of the remaining Offer conditions and any timing details on closing or merger consummation.

Key Figures

Offer price: $53.00 per Share HSR filing date: April 10, 2026 HSR waiting period expiration: April 27, 2026 +1 more

4 metrics

Offer price $53.00 per Share cash consideration in the Offer to Purchase

HSR filing date April 10, 2026 Premerger Notification and Report Forms filed under the HSR Act

HSR waiting period expiration April 27, 2026 waiting period expired at 11:59 p.m. Eastern Time

CUSIP 834203309 class of Common Stock referenced in filing

Key Terms

HSR Act, Premerger Notification, Offer to Purchase, Merger Agreement

4 terms

HSR Act regulatory

"Premerger Notification and Report Form under the HSR Act"

The HSR Act (Hart‑Scott‑Rodino Antitrust Improvements Act) requires companies in the United States to notify federal regulators and observe a waiting period before completing certain large mergers or acquisitions so authorities can check for anti-competitive effects. For investors it matters because the review can delay or block deals, force changes such as selling assets, and alter the expected value or timing of a transaction—like needing a permit before finalizing a major home renovation.

Premerger Notification regulatory

"filed a Premerger Notification and Report Form"

Offer to Purchase financial

"terms and conditions set forth in the Offer to Purchase"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Merger Agreement legal

"Pursuant to the Merger Agreement, on April 10, 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.

What did Soleno Therapeutics (SLNO) disclose in Amendment No. 1 to its Schedule 14D-9?

The amendment states that Soleno and Neurocrine filed HSR premerger notifications on April 10, 2026 and that the HSR waiting period expired on April 27, 2026. It confirms the HSR condition to the Offer has been satisfied and other Offer conditions remain.

Does the amendment mean the merger consideration of $53.00 per share is unchanged for SLNO shareholders?

Yes. The Schedule 14D-9 amendment references the Offer to purchase Shares for $53.00 per Share in cash. The change only updates the U.S. Antitrust paragraph regarding the HSR waiting period expiration; the consideration figure remains as stated.

What is the practical effect of the HSR waiting period expiring for SLNO's tender offer?

Expiration of the HSR waiting period satisfies the HSR-based closing condition in the Merger Agreement. The Offer therefore proceeds subject to the remaining conditions set forth in the Offer to Purchase; timing depends on satisfaction of those outstanding conditions.

When did Soleno and Neurocrine file their HSR premerger notifications related to the Offer?

The amendment confirms that both companies filed Premerger Notification and Report Forms under the HSR Act on April 10, 2026, as part of the regulatory review process tied to the Offer and the Merger.

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

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Accepted by SEC EDGAR 04/28/2026 - 07:30 AM EDT Learn about SEC filing dates

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. 1)

SOLENO THERAPEUTICS, INC.

(Name of Subject Company)

(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. 1 (this “Amendment No. 1”) 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 deleting the second paragraph under the section titled “U.S. Antitrust” in its entirety and replacing it with the following:

“Pursuant to the Merger Agreement, on April 10, 2026, each of Neurocrine and Soleno filed a Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger with the Antitrust Division of the United States Department of Justice and the FTC. As of 11:59 p.m. Eastern Time, on April 27, 2026, the waiting period under the HSR Act applicable to the Offer expired. Accordingly, the condition to the Offer requiring that the waiting period (or any extension thereof) under the HSR Act applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.”

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.

Dated: April 28, 2026

SOLENO THERAPEUTICS, INC.
By:		/s/ Anish Bhatnagar
Name: Anish Bhatnagar
Title: Chief Executive Officer