[SCHEDULE 13G/A] Soleno Therapeutics, Inc. SEC Filing
Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A
Rhea-AI Filing Summary
Soleno Therapeutics reported that Avoro Capital Advisors LLC and Behzad Aghazadeh beneficially own 2,050,000 shares of common stock, equal to 4.1% of the outstanding class based on 50,393,931 shares. Avoro holds the position on behalf of Avoro Life Sciences Fund LLC and Dr. Aghazadeh serves as portfolio manager and controlling person of Avoro. The filing states the shares were acquired solely for investment purposes and that the reporting persons have sole voting and sole dispositive power over the reported shares. The statement indicates the position is below a 5% threshold and is not held to change or influence control of the issuer.
Positive
None.
Negative
None.
Insights
TL;DR: Avoro and its portfolio manager report a non-controlling 4.1% stake (2.05M shares) held for investment purposes.
The Schedule 13G shows a 2,050,000-share position representing 4.1% of Soleno Therapeutics on a 50,393,931-share base. The disclosure identifies Avoro as the investment adviser and Behzad Aghazadeh as portfolio manager with sole voting and dispositive authority over the position. Because the filing classifies the holdings as acquired in the ordinary course and not for control, this is a passive, below-5% position and should be treated as a strategic investment rather than an activist or control stake.
TL;DR: Filing signals a passive, under-5% stake with sole voting/dispositive powers, not declared as an attempt to influence control.
The amendment identifies Avoro Capital Advisors LLC and Behzad Aghazadeh as the reporting parties and classifies the ownership as held for investment purposes. The report notes sole voting and dispositive power over the 2,050,000 shares, but explicitly states the position is not intended to change or influence issuer control. As a governance matter, this disclosure notifies investors of a meaningful minority stake while indicating no planned governance actions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SOLENO THERAPEUTICS INC
(Name of Issuer)
Common Stock, par value $0.001 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
Avoro Capital Advisors 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
2,050,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,050,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,050,000.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
834203309
1
Names of Reporting Persons
Behzad Aghazadeh
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
2,050,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,050,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,050,000.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro"), which provides investment advisory and management services and has acquired the shares of common stock, par value $0.001 per share ("Common Stock") of Soleno Therapeutics, Inc., a Delaware corporation (the "Company"), solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and (ii) Behzad Aghazadeh ("Dr. Aghazadeh," and together with Avoro, the "Reporting Persons"), who serves as the portfolio manager and controlling person of Avoro.
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.
(c)
Citizenship:
Avoro is a Delaware limited liability company. Dr. Aghazadeh is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.001 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 required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 50,393,931 shares of Common Stock outstanding as of May 2, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025.
(b)
Percent of class:
4.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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 acquired and are held in the ordinary course of business and 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.
Avoro Capital Advisors LLC
Signature:
/s/ Scott Epstein
Name/Title:
Scott Epstein, Chief Financial Officer & Chief Compliance Officer
The filing was made by Avoro Capital Advisors LLC and Behzad Aghazadeh (the portfolio manager and controlling person of Avoro).
How many Soleno Therapeutics (SLNO) shares are reported and what percent do they represent?
The reporting persons beneficially own 2,050,000 shares, representing 4.1% of the outstanding common stock.
On whose behalf does Avoro hold the reported SLNO shares?
Avoro holds the shares on behalf of Avoro Life Sciences Fund LLC for investment purposes.
What voting and dispositive powers are reported for the SLNO shares?
The filing reports sole voting power of 2,050,000 shares and sole dispositive power of 2,050,000 shares, with no shared powers.
Is the reported stake intended to influence control of Soleno Therapeutics (SLNO)?
No. The certification states the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.
What share count was used to calculate the 4.1% ownership?
The percentage is calculated using a total of 50,393,931 shares outstanding as the basis for the calculation.
An email has been sent to your address with instructions for changing your password.
There is no user registered with this email.
You have made too many password recovery requests. Please try again tomorrow.
Sign Up
To create a free account, please fill out the form below.
Thank you for signing up!
A confirmation email has been sent to your email address. Please check your email and follow the instructions in the message to complete the registration process. If you do not receive the email, please check your spam folder or contact us for assistance.
Welcome to our platform!
Oops!
Something went wrong while trying to create your new account. Please try again and if the problem persist, to receive support.
