Neurocrine to acquire Soleno for $53.00/share in $2.9B all-cash transaction

SOLENO THERAPEUTICS INC

Deal price $53.00 per share; total equity value ~$2.9B; Soleno board recommends shareholders tender.
VYKAT XR generated $190M revenue in 2025, including $92M in Q4 2025; IP expected to extend to mid-2040s.
Conditions include tender of >50% of shares, HSR clearance, no material adverse effect, and customary representations.
Termination fee: $95.25M from Soleno under certain circumstances; $141.5M from Neurocrine if antitrust blocks deal.
Principal stockholders holding ~1.01% of shares have agreed to tender and vote in favor via support agreements.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

SOLENO THERAPEUTICS INC entered into Agreement and Plan of Merger with Neurocrine Biosciences, Inc. valued at $53.00 per share cash tender offer for all outstanding common stock; merger consideration of $53.00 (effective 2026-04-05).

Action: entry
Agreement: merger
Counterparty: Neurocrine Biosciences, Inc.
Value: $53.00 per share cash tender offer for all outstanding common stock; merger consideration of $53.00
Effective: 2026-04-05

Exact text from the filing

Item 1.01 Entry Into a Material Definitive Agreement. Agreement and Plan of Merger On April 5, 2026, Soleno Therapeutics, Inc. a Delaware corporation (the “Company” or “Soleno”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neurocrine Biosciences, Inc., a Delaware corporation (“Parent”), and Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), pursuant to which Parent, through Purchaser, will commence a cash tender offer (the “Offer”) to purchase all of the issued outstanding shares of the common stock, par value $0.001 (the “Shares”), of the Company, at a price per share of $53.00 per share (the “Offer Price”) in cash, without interest, subject to any applicable withholding taxes.

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SOLENO THERAPEUTICS INC filing history →

Source: SEC EDGAR

accession 0001193125-26-142911

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