[SC TO-T/A] SOLENO THERAPEUTICS INC Amended Third-Party Tender Offer

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.

Rhea-AI Filing Summary

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.

Insights

M&A Counsel

Amendment adds employee guidance while preserving the core $53.00 cash offer.

The filing confirms the existing offer terms: $53.00 per Share payable in cash and the Schedule TO remains otherwise unchanged. The added exhibit appears targeted at communicating with Soleno employees about transaction mechanics and next steps.

Key dependencies include completion of the tender offer and any closing conditions specified in the Offer to Purchase; timing and closing conditions are unchanged in this excerpt.

Corporate Finance Analyst

The filing documents an all-cash acquisition proposal at a fixed per-share price.

An all-cash, per-share offer simplifies valuation comparison for holders: $53.00 per Share is the stated consideration. The amendment is administrative—adding an employee FAQ—rather than changing economics.

Watch for tender results and any amendments to terms in subsequent Schedule TO filings for material changes.

Key Figures

Offer price: $53.00 per Share Amendment number: Amendment No. 2 Exhibit added: Soleno Employee FAQ

3 metrics

Offer price $53.00 per Share consideration in the Offer to Purchase dated April 20, 2026

Amendment number Amendment No. 2 Schedule TO amendment filed April 29, 2026

Exhibit added Soleno Employee FAQ listed as Exhibit (a)(5)(G) to the Schedule TO

Key Terms

Tender Offer, Schedule TO, Letter of Transmittal

3 terms

Tender Offer financial

"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.

Schedule TO regulatory

"Tender Offer Statement on Schedule TO filed by Sigma Merger Sub"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal financial

"related letter of transmittal filed as Exhibit (a)(1)(B)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

FAQ

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

What price is Neurocrine offering for SLNO shares?

Neurocrine is offering $53.00 per share in cash for each outstanding Soleno share, payable without interest and subject to applicable withholding taxes.

Does the Amendment No. 2 change the offer terms for SLNO?

No. The amendment states the Schedule TO remains unchanged except for added exhibits; the core offer terms, including $53.00 per share, remain as filed April 20, 2026.

What did Amendment No. 2 add to the filing for SLNO stakeholders?

Amendment No. 2 adds an exhibit described as the Soleno Employee FAQ, intended to provide employees with information about the tender offer and related procedures.

Who filed the Schedule TO amendment for the SLNO tender offer?

The Schedule TO amendment was filed by Sigma Merger Sub, Inc., a direct wholly owned subsidiary of Neurocrine Biosciences, Inc., through authorized signatory Darin M. Lippoldt.

How is the $53.00 per share consideration paid to SLNO holders?

The consideration is payable in cash without interest, subject to reduction for applicable withholding taxes, under the Offer to Purchase and Letter of Transmittal.

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

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Accepted by SEC EDGAR 04/29/2026 - 04:31 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

SOLENO THERAPEUTICS, INC.

(Name of Subject Company)

SIGMA MERGER SUB, INC.

(Offeror)

NEUROCRINE BIOSCIENCES, INC.

(Parent of Offeror)

(Names of Filing Persons)

Common stock, par value $0.001 per share

(Title of Class of Securities)

834203309

(CUSIP Number of Class of Securities)

Kyle W. Gano, Ph.D.

Chief Executive Officer

Neurocrine Biosciences, Inc.

6027 Edgewood Bend Court

San Diego, California 92130

(858) 617-7600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Darin M. Lippoldt Chief Legal Officer Neurocrine Biosciences, Inc. 6027 Edgewood Bend Court San Diego, California 92130 (858) 617-7600 Jamie Leigh Kevin Cooper Carlos Ramirez Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, California 94111 (415) 693-2000

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements 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 U.S. Securities and Exchange Commission 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 Therapeutics, Inc., a Delaware corporation (“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 (the “Offer to Purchase”), filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”), filed as Exhibit (a)(1)(B) to the Schedule TO, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(G)*		Soleno Employee FAQ.

* Filed herewith.

2

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 29, 2026

SIGMA MERGER SUB, INC.
By:		/s/ Darin M. Lippoldt
Name:		Darin M. Lippoldt
Title:		Secretary
NEUROCRINE BIOSCIENCES, INC.
By:		/s/ Darin M. Lippoldt
Name:		Darin M. Lippoldt
Title:		Chief Legal Officer