[SCHEDULE 13G/A] Soleno Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Vivo Opportunity Fund Holdings, L.P. and its general partner Vivo Opportunity, LLC report beneficial ownership of 3,958,294 shares of Soleno Therapeutics common stock, representing 7.4% of the class based on 53,145,009 shares outstanding as of August 1, 2025. The reporting persons state they have sole voting and sole dispositive power over those shares and that the shares are held of record by the fund.

The filing is a Schedule 13G amendment and includes a certification that the securities were not acquired to change or influence control of the issuer, indicating the reporting persons characterize the position as passive.

Positive

• Beneficial ownership of 3,958,294 shares disclosed explicitly
• Represents 7.4% of outstanding common stock based on 53,145,009 shares
• Sole voting and sole dispositive power claimed by the reporting persons, clarifying control rights

Negative

• None.

Insights

Financial Analyst

TL;DR: Vivo reports a material passive stake—3.96M shares (7.4%)—with sole voting/dispositive power; position is disclosed as not intended to change control.

The reporting parties disclose ownership of 3,958,294 shares representing 7.4% of Soleno Therapeutics based on 53,145,009 shares outstanding as stated in the filing. Ownership is recorded through Vivo Opportunity Fund Holdings, L.P., with Vivo Opportunity, LLC as general partner. The filing is an amended Schedule 13G and includes an explicit certification that the shares were not acquired to influence control, which classifies this as a passive disclosure rather than an active solicitation or control attempt under the filing language.

Corporate Governance Expert

TL;DR: Sole voting and dispositive power over a 7.4% stake creates a disclosed, reportable ownership position that governance teams should monitor.

The schedule shows sole voting and sole dispositive power over the reported shares, and that the record holder is the fund vehicle. The percent of class basis (53,145,009 shares) is cited from the issuer's reported outstanding shares. The Item 10 certification states the position is not intended to change or influence control, which is relevant for how governance and proxy advisers will treat the stake when assessing potential activism or nominations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Soleno Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

834203309

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 834203309

1

Names of Reporting Persons

Vivo Opportunity Fund Holdings, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,958,294.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,958,294.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,958,294.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The shares of common stock, $0.001 par value (the "Common Stock") of Soleno Therapeutics, Inc. (the "Issuer") are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The percent of class was calculated based upon 53,145,009 shares of Common Stock of the Issuer outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 6, 2025.

SCHEDULE 13G

CUSIP No. 834203309

1

Names of Reporting Persons

Vivo Opportunity, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,958,294.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,958,294.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,958,294.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.4 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The shares of Common Stock of the Issuer are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The percent of class was calculated based upon 53,145,009 shares of Common Stock of the Issuer outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Soleno Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 100 Marine Parkway, Suite 400, Redwood City, CA 94065
Item 2.
(a)	Name of person filing: (i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and (ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of the Reporting Persons is 192 Lytton Avenue, Palo Alto, CA 94301.
(c)	Citizenship: (i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and (ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 834203309
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4.
(b)	Percent of class: The information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. Vivo Opportunity Fund Holdings, L.P. - 7.4%* Vivo Opportunity, LLC - 7.4%* * The percent of class was calculated based upon 53,145,009 shares of Common Stock of the Issuer outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Vivo Opportunity Fund Holdings, L.P. - 3,958,294 Vivo Opportunity, LLC -3,958,294
	(ii) Shared power to vote or to direct the vote: Vivo Opportunity Fund Holdings, L.P.- 0 Vivo Opportunity, LLC - 0
	(iii) Sole power to dispose or to direct the disposition of: Vivo Opportunity Fund Holdings, L.P. - 3,958,2944 Vivo Opportunity, LLC - 3,958,294
	(iv) Shared power to dispose or to direct the disposition of: Vivo Opportunity Fund Holdings, L.P. - 0 Vivo Opportunity, LLC - 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable 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.

Vivo Opportunity Fund Holdings, L.P.

Signature:	/s/ Kevin Dai
Name/Title:	Kevin Dai/Managing Member
Date:	08/12/2025

Vivo Opportunity, LLC

Signature:	/s/ Kevin Dai
Name/Title:	Kevin Dai/Managing Member
Date:	08/12/2025

FAQ

How many Soleno Therapeutics (SLNO) shares does Vivo Opportunity report owning?

The filing reports 3,958,294 shares beneficially owned by Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity, LLC.

What percentage of SLNO does the 3,958,294-share position represent?

The reported position represents 7.4% of the class, calculated using 53,145,009 shares outstanding as cited in the filing.

Does the Schedule 13G indicate Vivo intends to influence control of Soleno?

No. The filing includes a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Who holds the shares of SLNO of record according to the filing?

The shares are held of record by Vivo Opportunity Fund Holdings, L.P., with Vivo Opportunity, LLC as the fund's general partner.

Who signed the Schedule 13G amendment for Vivo Opportunity?

The filing is signed by Kevin Dai in the capacity of Managing Member for both Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity, LLC.