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been validly tendered and not validly withdrawn pursuant to the Offer. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.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.
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