Soleno Therapeutics Files Schedule 14D-9 for Merger

Ticker: SLNO · Form: SC14D9C · Filed: 2026-04-06T17:17:37-04:00

Sentiment: neutral

Topics: merger, acquisition, regulatory-filing

Related Tickers: NBIX, SLNO

TL;DR

Soleno filed 14D-9 for Neurocrine merger. Details inside.

AI Summary

Soleno Therapeutics, Inc. has filed a Schedule 14D-9 in relation to an Agreement and Plan of Merger dated April 5, 2026, with Neurocrine Biosciences, Inc. and Sigma Merger Sub, Inc. The filing incorporates information from a Form 8-K filed on April 6, 2026, and includes various exhibits such as social media posts, employee communications, and letters to key opinion leaders and prescribers.

Why It Matters

This filing is a key step in the regulatory process for the proposed acquisition of Soleno Therapeutics by Neurocrine Biosciences, providing important details to stakeholders.

Risk Assessment

Risk Level: low — This is a standard regulatory filing related to a merger, not indicating immediate operational or financial risk.

Key Players & Entities

FAQ

What is the purpose of this Schedule 14D-9 filing?

The Schedule 14D-9 filing is a Solicitation/Recommendation Statement made by Soleno Therapeutics, Inc. in relation to the Agreement and Plan of Merger with Neurocrine Biosciences, Inc. and Sigma Merger Sub, Inc.

When was the Agreement and Plan of Merger entered into?

The Agreement and Plan of Merger was entered into as of April 5, 2026.

What other SEC filing is referenced and incorporated by reference?

The filing incorporates information from the Current Report on Form 8-K filed by Soleno Therapeutics, Inc. on April 6, 2026.

Who is authorized to receive notices and communications on behalf of the filer?

Anish Bhatnagar, Chief Executive Officer of Soleno Therapeutics, Inc., is authorized to receive notices and communications.

What types of supporting documents are included as exhibits?

Exhibits include a Social Media Post, Employee Letter, Employee FAQ, Employee Town Hall Presentation, KOLs- Patient Advocacy Groups Letter, and Prescribers – Physicians Letter.

Filing Stats: 294 words · 1 min read · ~1 pages · Grade level 10.7 · Accepted 2026-04-06 17:17:37

Key Financial Figures

Filing Documents

From the Filing

SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SOLENO THERAPEUTICS, INC. (Name of Subject Company) SOLENO THERAPEUTICS, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per Share (Title of Class of Securities) 834203200 (CUSIP Number of Class of Securities) Anish Bhatnagar Chief Executive Officer 100 Marine Parkway, Suite 400 Redwood City, CA 94065 (650) 213-8444 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement) With copies to: Elton Satusky Robert T. Ishii Douglas K. Schnell Catherine Riley Tzipori Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Schedule 14D-9 filing contains the following information and documents relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Neurocrine Biosciences, Inc., Sigma Merger Sub, Inc. and Soleno Therapeutics, Inc.: The information set forth under Items 1.01, 8.01 and 9.01 of the Current Report on Form 8-K filed by Soleno Therapeutics, Inc. on April 6, 2026 (including all exhibits attached thereto), which information is incorporated by reference. Exhibit 99.1: Social Media Post Exhibit 99.2: Employee Letter Exhibit 99.3: Employee FAQ Exhibit 99.4: Employee Town Hall Presentation Exhibit 99.5: KOLs- Patient Advocacy Groups Letter Exhibit 99.6: Prescribers – Physicians Letter EXHIBIT INDEX Exhibit No. Description Exhibit 99.1 Social Media Post Exhibit 99.2 Employee Letter Exhibit 99.3 Employee FAQ Exhibit 99.4 Employee Town Hall Presentation Exhibit 99.5 KOLs- Patient Advocacy Groups Letter Exhibit 99.6 Prescribers – Physicians Letter

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