Neurocrine to buy Soleno at $53.00 per share

Neurocrine Biosciences has amended its Schedule TO to confirm the tender offer by its subsidiary Sigma Merger Sub to acquire all outstanding Soleno Therapeutics common shares for $53.00 per share, payable in cash.

Rhea-AI Filing Summary

Neurocrine Biosciences has amended its Schedule TO to confirm the tender offer by its subsidiary Sigma Merger Sub to acquire all outstanding Soleno Therapeutics common shares for $53.00 per share, payable in cash. The filing states the HSR Act waiting period expired as of April 27, 2026, satisfying the Regulatory Condition to the Offer; the Offer remains subject to the remaining conditions set forth in the Offer to Purchase.

Insights

M&A Counsel

Regulatory clearance under HSR clears a major closing hurdle.

The amendment confirms that the HSR waiting period expired on April 27, 2026, meeting the filing's explicit "Regulatory Condition". That narrows outstanding closing contingencies to the remaining Offer Conditions described in the Offer to Purchase.

Key items to watch in subsequent filings include any further conditions specified in Section 15 and the announced method and timing for the Merger closing.

Antitrust Specialist

HSR clearance reduces antitrust risk but does not guarantee consummation.

Filing of premerger notifications and expiration of the HSR waiting period indicate no blocking action during the statutory review window. The amendment references possible timing agreements and explicitly states the Regulatory Condition is satisfied.

Continue to monitor filings for disclosures about any remaining merger closing conditions or supplemental antitrust steps; timing is not specified.

Key Figures

Purchase price per share: $53.00 per share HSR waiting period expiry: April 27, 2026 Offer filing date: April 20, 2026

3 metrics

Purchase price per share <money>$53.00</money> per share Cash consideration in the Offer to Purchase

HSR waiting period expiry April 27, 2026 Regulatory Condition to the Offer satisfied as of this date

Offer filing date April 20, 2026 Date Schedule TO and Offer to Purchase were filed

Key Terms

Tender Offer, HSR Act, Offer to Purchase, Letter of Transmittal

4 terms

Tender Offer financial

"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.

HSR Act regulatory

"waiting period under the HSR Act applicable to the Offer expired"

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.

Offer to Purchase financial

"the Offer to Purchase, dated April 20, 2026, filed as Exhibit"

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.

Letter of Transmittal financial

"the related 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.

FAQ

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

Has Neurocrine (SLNO) satisfied antitrust review for the Soleno tender offer?

Yes. The amendment states the HSR Act waiting period expired on April 27, 2026, satisfying the Regulatory Condition tied to antitrust clearance. The Offer remains subject to the other conditions listed in the Offer to Purchase.

What is the cash consideration per share in Neurocrine’s offer for Soleno?

The Offer provides $53.00 per share in cash for each Soleno common share. Payment is stated as cash without interest and subject to reduction for applicable withholding taxes as set forth in the Offer documents.

Does the Schedule TO amendment mean the deal is closed?

No. The amendment confirms the Regulatory Condition was satisfied, but it expressly says the Offer remains subject to the remaining Offer Conditions in the Offer to Purchase. Closing depends on satisfying those remaining conditions.

When was the tender offer originally filed and where are its terms recorded?

The Schedule TO and associated Offer to Purchase were filed on April 20, 2026. The Offer to Purchase and Letter of Transmittal, filed as exhibits to the Schedule TO, contain the full terms and conditions.

Who is making the offer to Soleno shareholders?

The offer is made by Sigma Merger Sub, Inc., a direct wholly owned subsidiary of Neurocrine Biosciences, Inc., as disclosed in the amended Schedule TO and the Offer to Purchase.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 TO

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

of the Securities Exchange Act of 1934

(Amendment No. 1)

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		Jamie Leigh
Chief Legal Officer		Kevin Cooper
Neurocrine Biosciences, Inc.		Carlos Ramirez
6027 Edgewood Bend Court		Cooley LLP
San Diego, California 92130		3 Embarcadero Center, 20th Floor
(858) 617-7600		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. 1 (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:

a) “The Tender Offer—Section 15—Conditions to the Offer” of the Offer to Purchase is amended by adding a new paragraph at the end of such section to read as follows:

“The Regulatory Condition to the Offer, requiring that all applicable waiting periods under the HSR Act and any required antitrust approvals shall have expired or been terminated (including any timing agreement entered into with any Governmental Authority) and any approvals or clearances required thereunder shall have been obtained, has been satisfied. The Offer continues to be subject to the remaining Offer Conditions.”

b) “The Tender Offer—Section 16—Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is amended by adding a new paragraph at the end of the subsection titled “Compliance with the HSR Act” to read as follows:

“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 Regulatory Condition to the Offer, requiring that all applicable waiting periods under the HSR Act and any required antitrust approvals shall have expired or been terminated (including any timing agreement entered into with any Governmental Authority) and any approvals or clearances required thereunder shall have been obtained, has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase. See Section 15—‘Conditions to the Offer.’”

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 28, 2026

SIGMA MERGER SUB, INC.
By:		/s/ Kyle W. Gano
Name:		Kyle W. Gano, Ph.D.
Title:		President
NEUROCRINE BIOSCIENCES, INC.
By:		/s/ Kyle W. Gano
Name:		Kyle W. Gano, Ph.D.
Title:		Chief Executive Officer