--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-228016" form_type: "8-K" ticker: "SLNO" cik: "0001484565" company_name: "SOLENO THERAPEUTICS INC" filed_at: "2026-05-18T13:06:24+00:00" generated_at: "2026-05-18T13:10:44.990317+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Soleno acquisition by Neurocrine Biosciences completed; all shares bought for $53.00 each ## Summary - Tender offer expired May 15 with 88.9% of shares tendered; merger closed May 18, 2026. - Stockholders received $53.00 per share in cash; total offer consideration funded via Neurocrine cash. - All pre-merger directors and officers resigned; new directors and officers from Neurocrine appointed. - Shares to be delisted from Nasdaq and deregistered with SEC; Form 15 to be filed. - Loan agreement with Oxford Finance and 2014 ESPP terminated effective upon merger. ## SEC filing metadata - accession: 0001193125-26-228016 - form_type: 8-K - ticker: SLNO - cik: 0001484565 - company_name: SOLENO THERAPEUTICS INC - filed_at: 2026-05-18T13:06:24+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/d143266d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-228016 - JSON: https://secwatch.observer/filing/0001193125-26-228016.json - Plain text: https://secwatch.observer/filing/0001193125-26-228016.txt ## Key facts - Executive change Patricia Hirano resigned as Senior Vice President, Regulatory Affairs at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Senior Vice President, Regulatory Affairs source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Mark Hahn resigned as Director at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Director source text: each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair and Dawn Bir resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Andrew Sinclair resigned as Director at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Director source text: each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair and Dawn Bir resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Anish Bhatnagar resigned as Chief Executive Officer at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Chief Executive Officer source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Anish Bhatnagar resigned as Director at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Director source text: each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair and Dawn Bir resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Kristen Yen resigned as Senior Vice President, Global Clinical Operations & Patient Advocacy at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Senior Vice President, Global Clinical Operations & Patient Advocacy source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Darin M. Lippoldt was appointed as President and Secretary at SOLENO THERAPEUTICS INC. - Action: appointed - Role: President and Secretary source text: the officers of the Company are as follows: Darin M. Lippoldt (President and Secretary) and Matthew C. Abernethy (Treasurer and Vice President). evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Matthew Pauls resigned as Director at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Director source text: each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair and Dawn Bir resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Jennifer Fulk resigned as Chief Financial Officer at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Chief Financial Officer source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Kevin Norrett resigned as Chief Business Officer at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Chief Business Officer source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Matthew C. Abernethy was appointed as Treasurer and Vice President at SOLENO THERAPEUTICS INC. - Action: appointed - Role: Treasurer and Vice President source text: the officers of the Company are as follows: Darin M. Lippoldt (President and Secretary) and Matthew C. Abernethy (Treasurer and Vice President). evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Matthew C. Abernethy was appointed as Director at SOLENO THERAPEUTICS INC. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Matthew C. Abernethy and Darin M. Lippoldt became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Meredith Manning resigned as Chief Commercial Officer at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Chief Commercial Officer source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Manher (AJ) Joshi resigned as Chief Development Officer at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Chief Development Officer source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Birgitte Volck resigned as Director at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Director source text: each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair and Dawn Bir resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Michael Huang resigned as Senior Vice President, Clinical Development at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Senior Vice President, Clinical Development source text: each of Anish Bhatnagar, M.D. (Chief Executive Officer), Jennifer Fulk (Chief Financial Officer), Patricia Hirano (Senior Vice President, Regulatory Affairs), Kristen Yen (Senior Vice President, Global Clinical Operations & Patient Advocacy), Meredith Manning (Chief Commercial Officer), Manher (AJ) Joshi (Chief Development Officer), Kevin Norrett (Chief Business Officer) and Michael Huang (Senior Vice President, Clinical Development) resigned from his or her positions as an officer evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Darin M. Lippoldt was appointed as Director at SOLENO THERAPEUTICS INC. - Action: appointed - Role: Director source text: Immediately following the Effective Time, Matthew C. Abernethy and Darin M. Lippoldt became the directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Executive change Dawn Bir resigned as Director at SOLENO THERAPEUTICS INC. - Action: resigned - Role: Director source text: each of Anish Bhatnagar, M.D., Mark Hahn, Matthew Pauls, Birgitte Volck, Andrew Sinclair and Dawn Bir resigned from his or her respective positions as a member of the Company’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Governance Changes SOLENO THERAPEUTICS INC: The company's bylaws were amended and restated in their entirety. - Change: bylaw amendment source text: the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Governance Changes SOLENO THERAPEUTICS INC: The company's certificate of incorporation was amended and restated in its entirety. - Change: charter amendment source text: the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - M&A Transactions SOLENO THERAPEUTICS INC underwent a change of control involving Neurocrine Biosciences, Inc. for $53.00 per Share in cash (closed 2026-05-18). - Action: change of control - Counterparty: Neurocrine Biosciences, Inc. - Consideration: $53.00 per Share in cash - Closing: 2026-05-18 source text: a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of the common stock of the Company, par value $0.001 per share (the “Shares”), in exchange for $53.00 per Share in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes. The Offer expired as scheduled one minute following 11:59 p.m. Eastern Time evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Material Agreements SOLENO THERAPEUTICS INC terminated 2014 Employee Stock Purchase Plan. - Action: termination - Agreement: equity purchase source text: In accordance with the terms of the Merger Agreement, effective immediately prior to the Effective Time, the Company terminated its 2014 Employee Stock Purchase Plan (the "ESPP"). evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm - Material Agreements SOLENO THERAPEUTICS INC terminated Loan and Security Agreement with Oxford Finance LLC, as collateral agent (effective 2026-05-18). - Action: termination - Agreement: credit facility - Counterparty: Oxford Finance LLC, as collateral agent - Effective: 2026-05-18 source text: On May 18, 2026, in connection with the Merger, the Company, as borrower, terminated the Loan and Security Agreement, dated as of December 17, 2024, as amended, by and among the Company, Essentialis, Inc., the lenders from time to time party thereto and Oxford Finance LLC, as collateral agent (the "Loan and Security Agreement"). evidence_url: https://www.sec.gov/Archives/edgar/data/1484565/000119312526228016/0001193125-26-228016-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.