Perceptive Advisors Adjusts Soleno Therapeutics Stake

TL;DR

Perceptive Advisors filed an amendment on Soleno Therapeutics, watch for ownership changes.

AI Summary

Perceptive Advisors LLC, through its affiliated entities, has amended its Schedule 13D filing regarding Soleno Therapeutics, Inc. as of November 14, 2024. The filing indicates a change in beneficial ownership, with Perceptive Life Sciences Master Fund, Ltd. and Joseph Edelman being group members. The specific percentage of shares held or any dollar amounts involved in recent transactions are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in significant ownership of Soleno Therapeutics, which could influence the company's strategic direction and stock price.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant holders can lead to increased stock volatility.

Key Players & Entities

• Perceptive Advisors LLC (company) — Filing entity
• Soleno Therapeutics, Inc. (company) — Subject company
• Joseph Edelman (person) — Group member
• Perceptive Life Sciences Master Fund, Ltd. (company) — Group member
• Alexander Rakitin (person) — Authorized to receive notice

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class o

Filing Documents

• d868392dsc13da.htm (SC 13D/A) — 94KB
• 0001193125-24-258665.txt ( ) — 95KB

of the Schedule 13D is amended and restated as follows

Item 2 of the Schedule 13D is amended and restated as follows: (a) This Amendment No. 7 to the Schedule 13D is being filed by Perceptive Advisors LLC (Perceptive Advisors), Joseph Edelman (Mr. Edelman) and Perceptive Life Sciences Master Fund, Ltd. (the Master Fund, and together with Perceptive Advisors and Mr. Edelman, each of the foregoing, a Reporting Person, and collectively, the Reporting Persons). Perceptive Advisors serves as the investment advisor to the Master Fund and Mr. Edelman is the managing member of Perceptive Advisors. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached as Exhibit 1 to the initial Schedule 13D filed May 18, 2023. (b) The address of the principal business office of each of the Reporting Persons is 51 Astor Place 10th Floor, New York, NY 10003. (c) The principal business of Perceptive Advisors is managing funds in connection with purchasing, holding and selling securities for investment purposes. The principal business of the Master Fund is to invest in securities. The principal occupation of Mr. Edelman is as the managing member of Perceptive Advisors and other related entities. (d) During the last five years, none of the Reporting Persons, nor to the Reporting Persons knowledge, any of the persons listed on Schedule A to this Amendment No. 7 to Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons, nor to the Reporting Persons knowledge, any of the persons listed on Schedule A to this Amendment No. 7 to Schedule 13D, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subj

of the Schedule 13D is amended and supplemented as follows

Item 5 of the Schedule 13D is amended and supplemented as follows: (a) The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 7 to Schedule 13D is incorporated by reference and assumes the exercise of pre-funded warrants held by the Reporting Persons to purchase 250,000 shares of the Issuers Common Stock (the Pre-Funded Warrants). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) if the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the Beneficial Ownership Limitation). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise all of its Pre-Funded Warrants for an aggregate of 250,000 shares of Common Stock. The percentage set forth in row 13 is based on 38,871,594 shares of Common Stock outstanding as of August 2, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024, and assumes the exercise of the Pre-Funded Warrants. (b) The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 7 to Schedule 13D is incorporated by reference and assumes the exercise of the Pre-Funded Warrants. (c) Except as set forth on Schedule B , no Reporting Person has effected any transaction in shares of Common Stock in the past sixty days.

SIGNATURES

SIGNATURES 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. Dated: November 14, 2024 PERCEPTIVE ADVISORS LLC By: /s/ Joseph Edelman Name: Joseph Edelman Title: Managing Member PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD. By: /s/ Joseph Edelman Name: Joseph Edelman Title: Managing Member /s/ Joseph Edelman JOSEPH EDELMAN Schedule A The following sets forth the name, address, principal occupation, citizenship and beneficial ownership of Common Stock of each director of the Master Fund. Master Fund Name and Citizenship Position Principal Business Address Beneficial Ownership of Ordinary Shares Scott Dakers (United Kingdom) Director c/o Elian Fiduciary Services (Cayman) Limited 190 Elgin Avenue, George Town Grand Cayman KY1-9007 Cayman Islands None Ernest A. Morrison (United Kingdom) Director Cox Hallett Wilkinson Milner House 18 Parliament Street P.O. Box HM 1561 Hamilton HM FX Bermuda None James Nicholas (United States) Director c/o GenesisPoint LLC 30 Old Kings Highway S Darien, CT 06820 None Schedule B Fund Date Transaction Number of shares Price Perceptive Life Sciences Master Fund, Ltd. 9/23/2024 Sell 16,717 $ 48.42 Perceptive Life Sciences Master Fund, Ltd. 9/24/2024 Short Sale 75,000 $ 47.27 Perceptive Life Sciences Master Fund, Ltd. 9/25/2024 Short Sale 37,233 $ 45.50 Perceptive Life Sciences Master Fund, Ltd. 10/01/2024 Short Sale 44,485 $ 49.45 Perceptive Life Sciences Master Fund, Ltd. 10/02/2024 Short Sale 36,315 $ 49.98 Perceptive Life Sciences Master Fund, Ltd. 10/03/2024 Short Sale 25,000 $ 49.19 Perceptive Life Sciences Master Fund, Ltd. 10/04/2024 Short Sale 50,000 $ 49.53 Perceptive Life Sciences Master Fund, Ltd. 10/07/2024 Short Sale 33,446 $ 48.12 Perceptive Life Sciences Maste