Soleno Therapeutics Files Material Definitive Agreement

TL;DR

SOLENO just filed a material definitive agreement - big news incoming.

AI Summary

On April 6, 2026, Soleno Therapeutics Inc. filed an 8-K report detailing a material definitive agreement. The filing includes exhibits such as the agreement itself (EX-10.1) and other related documents, indicating a significant business development for the company.

Why It Matters

This filing signifies a new, potentially impactful business arrangement for Soleno Therapeutics, which could influence its future operations and market position.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement suggests a significant business event, but the specific nature and impact are not detailed, requiring further investigation.

Key Numbers

• 0001193125-26-142911 — SEC Accession Number (Unique identifier for this specific SEC filing)
• 2026-04-05 — Period of Report (The date range the report covers)

Key Players & Entities

• Soleno Therapeutics Inc. (company) — Filer of the 8-K report
• 0001484565 (company) — CIK number for Soleno Therapeutics Inc.
• 2026-04-06 (date) — Filing date of the 8-K report
• EX-10.1 (document) — Exhibit containing a material definitive agreement

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value SLNO NASDAQ Indicate by
• $53.00 — of the Company, at a price per share of $53.00 per share (the "Offer Price") in cash,
• $95.25 million — d to pay to Parent a termination fee of $95.25 million. Similarly, if the Merger Agreement is
• $141.5 million — pay to the Company a termination fee of $141.5 million. In addition, either the Company or Par

Filing Documents

• d142985d8k.htm (8-K) — 60KB
• d142985dex21.htm (EX-2.1) — 616KB
• d142985dex101.htm (EX-10.1) — 65KB
• d142985dex991.htm (EX-99.1) — 34KB
• 0001193125-26-142911.txt ( ) — 1089KB
• slno-20260405.xsd (EX-101.SCH) — 3KB
• slno-20260405_lab.xml (EX-101.LAB) — 18KB
• slno-20260405_pre.xml (EX-101.PRE) — 11KB
• d142985d8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This communication contains forward-looking statements that involve risks and uncertainties relating to future events and the future performance of each of Soleno and Neurocrine, including statements relating to the ability to complete and the timing of completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno, Neurocrine, and the other parties thereto (the "Merger Agreement"), including the anticipated occurrence, manner and timing of the proposed tender offer; the parties' ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the subsequent merger set forth in the Merger Agreement; the possibility of any termination of the Merger Agreement; the prospective benefits of the proposed transaction; Neurocrine's strategy, plans, objectives, expectations (financial or otherwise) and intentions with respect to its future financial results and growth potential, anticipated product portfolio, development programs and patent terms; the estimated occurrence of PWS; the estimated U.S. population of PWS patients; and other statements that are not historical facts. The forward-looking statements contained in this communication are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These statements may contain words such as "anticipate," "believe," "could," "estimate," "expect," "future," "intend," "may," "opportunity," "plan," "potential," "project," "seek," "should," "strategy," "will," "would" or other similar words and expressions indicating future results. Risks that may cause these forward-looking statements to be inaccurate include, without limitation: uncertainties as to the timing of the tender offer; uncertainties as to how many of Soleno's stockholders will tender their stock in

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno Therapeutics, Inc., Neurocrine Biosciences, Inc., and Sigma Merger Sub, Inc. 10.1 Form of Tender and Support Agreement. 99.1 Press Release, dated April 6, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934 for any annexes or schedules so furnished. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 6, 2026 SOLENO THERAPEUTICS, INC. By: /s/ Anish Bhatnagar Name: Anish Bhatnagar Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR