Neurocrine closes acquisition of Soleno at $53.00 per share

Neurocrine Biosciences completed the acquisition of Soleno Therapeutics through a tender offer and subsequent merger.

Rhea-AI Filing Summary

Neurocrine Biosciences completed the acquisition of Soleno Therapeutics through a tender offer and subsequent merger. The Purchaser accepted for payment 46,356,114 Shares that were validly tendered, representing approximately 88.9% of outstanding Soleno common stock as of the offer Expiration Time. Purchaser accepted tenders on May 17, 2026 at an offer price of $53.00 per Share. Following acceptance, Purchaser merged into Soleno under Section 251(h) of the DGCL, with Soleno surviving as a wholly owned subsidiary of Neurocrine. Neurocrine and Purchaser intend to delist the Shares from Nasdaq and seek termination of registration and suspension of Soleno’s reporting obligations.

Insights

M&A Counsel

Deal closed by tender offer followed by a 251(h) short-form merger.

The tender offer expired one minute after 11:59 p.m. Eastern on May 15, 2026 and, having received approximately 88.9% tendered shares, Purchaser accepted tenders on May 17, 2026.

Because the post-acceptance holdings satisfied Section 251(h) of the DGCL, the parties effected a merger without a stockholder vote. Subsequent steps include delisting and terminating registration under the Exchange Act.

Corporate Finance Analyst

Transaction quantified: $53.00 per share for ~46.36M shares tendered.

The Purchaser accepted for payment 46,356,114 Shares, representing the tendered portion that satisfied the Minimum Condition. Payment will be made in cash in accordance with the Offer and Merger Agreement.

Cash outflow timing and exact payment mechanics follow the Offer terms; Neurocrine’s public-reporting suspension and Nasdaq delisting are planned.

Key Figures

Offer Price: $53.00 per Share Shares tendered: 46,356,114 shares Tendered percentage: 88.9% +3 more

6 metrics

Offer Price $53.00 per Share Offer to Purchase dated April 20, 2026

Shares tendered 46,356,114 shares Validly tendered and not validly withdrawn as of Expiration Time

Tendered percentage 88.9% Percentage of issued and outstanding Shares as of Expiration Time

Offer Expiration May 15, 2026 Offer expired one minute following 11:59 p.m. Eastern Time

Acceptance Date May 17, 2026 Purchaser irrevocably accepted for payment validly tendered Shares

Press release date May 18, 2026 Neurocrine issued press release announcing expiration and merger consummation

Key Terms

tender offer, Section 251(h) of the DGCL, Letter of Transmittal, Depositary, +1 more

5 terms

tender offer financial

"the offer by Purchaser to purchase all of the outstanding shares of common stock"

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.

Section 251(h) of the DGCL regulatory

"effect the Merger under Section 251(h) of the DGCL, without a vote of Soleno’s stockholders"

Letter of Transmittal financial

"the related letter of transmittal (the “Letter of Transmittal”), filed as Exhibit"

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.

Depositary financial

"The Depositary has advised Purchaser that, as of the Expiration Time, 46,356,114 Shares ... had been validly tendered"

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

appraisal rights legal

"stockholders who have properly exercised and perfected their demands for appraisal of such Shares"

A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.

FAQ

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

What percentage of Soleno (SLNO) shares were tendered in Neurocrine's offer?

Approximately 88.9% of Soleno's outstanding common shares were validly tendered as of the offer Expiration Time, totaling 46,356,114 shares. That level satisfied the offer's Minimum Condition and enabled acceptance and merger steps.

How much did Neurocrine pay per Soleno share in the tender offer?

$53.00 per share was the cash consideration offered for each Soleno common share. Payment of the Offer Price for accepted shares will be made promptly in accordance with the Offer and the Merger Agreement.

When did Neurocrine accept tenders and complete the merger with Soleno?

Purchaser irrevocably accepted for payment all validly tendered shares on May 17, 2026. The Offer expired on May 15, 2026, and the parties completed the merger under Section 251(h) of the DGCL thereafter.

Will Soleno remain listed on Nasdaq after the merger?

No. Neurocrine and Purchaser intend to take steps to cause the delisting from Nasdaq, terminate the registration of the Shares under the Exchange Act, and suspend Soleno's reporting obligations as promptly as practicable.

Were any shares excluded from conversion into the cash payment?

Yes. Shares that were owned by Soleno (including treasury shares), owned by Neurocrine or its subsidiaries, irrevocably accepted in the Offer, or subject to perfected appraisal rights were excluded from conversion and treated according to the merger terms.

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

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Accepted by SEC EDGAR 05/18/2026 - 08:57 AM 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. 3)

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. 3 (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.

Items 1 through 9, and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

The following is hereby added as a new section at the end of the Offer to Purchase:

“20. Expiration of the Offer

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 was not extended. The Depositary has advised Purchaser that, as of the Expiration Time, 46,356,114 Shares, representing approximately 88.9% of the issued and outstanding Shares as of the Expiration Time, had been validly tendered and not validly withdrawn pursuant to the Offer. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.

All conditions to the Offer having been satisfied or waived, on May 17, 2026, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time, 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, Neurocrine and 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. Purchaser was merged with and into Soleno, and Soleno continued as the surviving corporation and as a direct wholly owned subsidiary of Neurocrine.

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned immediately prior to the Effective Time by Soleno (including those held in Soleno’s treasury), (ii) Shares owned both as of the commencement date of the Offer and immediately prior to the Effective Time by Neurocrine, Purchaser, or any other direct or indirect wholly owned subsidiary of Neurocrine, (iii) Shares irrevocably accepted by Purchaser for purchase pursuant to the Offer and (iv) Shares held by stockholders who have properly exercised and perfected their demands for appraisal of such Shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the Effective Time) was canceled and ceased to exist and was converted into the right to receive the Offer Price, without interest and subject to any required withholding of taxes.

The Shares will no longer be listed on Nasdaq and 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.

2

On May 18, 2026, Neurocrine issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The press release is attached as Exhibit (a)(5)(H) hereto and is incorporated herein by reference.”

Item 12. Exhibits.

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

Exhibit No.		Description
(a)(5)(H)*		Press Release issued by Neurocrine, dated May 18, 2026.

* Filed herewith.

3

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: May 18, 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