Welcome to our dedicated page for Soleno Therapeutics SEC filings (Ticker: SLNO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Soleno Therapeutics, Inc. (NASDAQ: SLNO) provides access to the company’s official regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Soleno describes itself as a biopharmaceutical company focused on novel therapeutics for rare diseases, and its filings document financial results, material agreements, governance changes, and other significant events related to this business.
Investors can review current reports on Form 8-K in which Soleno announces quarterly and preliminary financial results, operating metrics for VYKAT XR (diazoxide choline) extended-release tablets, and updates on the U.S. launch of this once-daily oral treatment for hyperphagia in adults and pediatric patients 4 years of age and older with Prader-Willi syndrome. These filings incorporate press releases that discuss product revenue, profitability, cash balances, and other financial information.
Filings also describe capital structure and financing arrangements, including an accelerated share repurchase (ASR) Agreement with Jefferies LLC for up to $100 million of common stock and a first amendment to Soleno’s loan and security agreement with Oxford Finance LLC and other lenders. The 8-Ks outline key terms of these arrangements, such as prepayment of the purchase price, initial share delivery, and changes to loan availability.
Additional 8-Ks cover corporate governance and Board composition, such as the appointment of an independent director with extensive biopharmaceutical finance experience and the associated equity grants under the company’s equity incentive plan. Other filings provide Regulation FD disclosures on topics like investor presentations and safety-related communications, including Soleno’s description of a serious adverse event reported in the FDA’s FAERS database and its assessment of that event.
On this page, AI-powered tools can help summarize lengthy exhibits and press releases attached to Soleno’s filings, highlight key terms in material agreements, and clarify the implications of reported financial metrics, capital transactions, and governance changes for users reviewing SLNO’s regulatory history.
Soleno Therapeutics amended its Schedule 14D-9 to update the U.S. Antitrust disclosure relating to the pending cash tender offer and merger with Neurocrine Biosciences. The amendment states that Soleno and Neurocrine filed HSR premerger notifications on April 10, 2026, and the HSR waiting period expired at 11:59 p.m. Eastern Time on April 27, 2026. The amendment notes that the HSR condition to the Offer has been satisfied and the Offer remains subject to the remaining conditions set forth in the Offer to Purchase.
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.
Soleno Therapeutics reports that BlackRock, Inc. beneficially owned 3,543,296 shares of its common stock, representing 6.9% of the class as disclosed in a Schedule 13G/A. The filing shows BlackRock has sole voting power over 3,471,113 shares and sole dispositive power over 3,543,296 shares. The disclosure is signed by a BlackRock Managing Director on 04/24/2026.
Soleno Therapeutics (Soleno) recommends stockholders accept Neurocrine’s $53.00 per share cash tender offer and tender their Shares. The Offer, made by Purchaser as part of a Merger Agreement, would convert each outstanding Share into the right to receive $53.00 in cash, subject to the satisfaction or waiver of the Merger Agreement conditions. As of April 5, 2026, there were 51,718,149 Shares issued and outstanding. The Offer’s initial expiration is one minute after 11:59 p.m. Eastern Time on May 15, 2026, and the Merger is structured to be effected under Section 251(h) of the DGCL following the Offer Acceptance Time, subject to customary conditions including tender of a majority of Shares and HSR clearance.
Neurocrine Biosciences, Inc. is conducting a cash tender offer to acquire Soleno Therapeutics, Inc. at $53.00 per share under the Offer to Purchase dated April 20, 2026. The offer, made by Neurocrine's wholly owned subsidiary Sigma Merger Sub, Inc., covers all outstanding Soleno common shares.
The Offer to Purchase, Letter of Transmittal and related transaction agreements (including an Agreement and Plan of Merger dated April 5, 2026) are attached as exhibits and incorporated by reference. The offer is payable in cash, subject to customary terms, conditions and any applicable withholding taxes; the filing states the Offer is not subject to a financing condition.
Soleno Therapeutics, Inc. has voluntarily withdrawn its marketing authorization application for VIOKAT prolonged-release tablets (diazoxide choline) for Prader-Willi syndrome in Europe. The application had been under review by the European Medicines Agency with a decision previously expected in mid-2026.
The withdrawal is described as a business and strategic decision and preserves the company’s ability to re-engage with regulators later if an appropriate path emerges. The company cautions that there is no assurance it will re-engage with the EMA and includes standard forward-looking statement disclaimers.
Neurocrine Biosciences has announced a planned tender offer by its wholly owned subsidiary, Sigma Merger Sub, for all outstanding shares of Soleno Therapeutics, Inc., pursuant to an Agreement and Plan of Merger dated April 5, 2026. The communication states the tender offer has not commenced and that formal tender offer materials and Soleno’s solicitation/recommendation on Schedule 14D-9 will be filed with the SEC when the offer begins. Forward-looking statements and customary closing conditions are included; timing, price, and the number of shares to be acquired are not provided in the excerpt.
Neurocrine Biosciences and its acquisition subsidiary, Sigma Merger Sub, intend to launch a tender offer for all outstanding shares of Soleno Therapeutics, Inc. The planned tender offer is to be made pursuant to an Agreement and Plan of Merger, dated April 5, 2026. The communication describes procedural next steps: a Schedule TO tender offer statement to be filed by Neurocrine and its acquisition subsidiary and a Schedule 14D-9 solicitation/recommendation statement to be filed by Soleno; the offer has not commenced.
The statement includes customary forward-looking disclaimers about timing, closing conditions, potential competing proposals, regulatory uncertainty, integration risks, and other standard transaction risks.
Soleno Therapeutics agreed to be acquired by Neurocrine Biosciences in an all-cash deal at $53.00 per share, valuing Soleno at approximately $2.9 billion. Neurocrine will launch a cash tender offer for all outstanding Soleno shares, followed by a back-end merger if the offer succeeds.
The offer price represents a 34% premium to Soleno’s April 2, 2026 closing price and a 51% premium to its 30‑day volume‑weighted average price. Soleno’s board unanimously approved the transaction and recommends that stockholders tender their shares. Two principal stockholders owning about 1.01% of shares signed support agreements to participate in the offer.
VYKAT XR (diazoxide choline), Soleno’s first commercial product for hyperphagia in Prader‑Willi syndrome, generated $190 million in 2025 revenue, including $92 million in the fourth quarter. The merger agreement includes termination fees of $95.25 million payable by Soleno in certain cases and $141.5 million payable by Neurocrine if antitrust approvals fail, and sets an outside termination date of October 5, 2026.
Neurocrine Biosciences entered into an Agreement and Plan of Merger to acquire Soleno Therapeutics via a cash tender offer at $53.00 per share. Neurocrine will commence the offer within ten business days and keep it open for twenty business days, subject to customary conditions, antitrust clearances and possible extensions.
The agreement contemplates a subsequent short-form merger under Section 251(h) of the DGCL; certain Soleno equity awards, RSUs and warrants will be cashed out at the Offer Price or treated per their terms. The merger agreement includes a $95,250,000 termination fee and a $141,500,000 reverse termination fee. Supporting stockholders hold approximately 1.01% of Soleno shares.