“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").”
Material Agreements
SOLENO THERAPEUTICS INC terminated Loan and Security Agreement with Oxford Finance LLC, as collateral agent (effective 2026-05-18).
“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").”
Governance Changes
SOLENO THERAPEUTICS INC: The company's certificate of incorporation was amended and restated in its entirety.
“the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
Governance Changes
SOLENO THERAPEUTICS INC: The company's bylaws were amended and restated in their entirety.
“the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety”
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).
“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”
Matthew C. Abernethy was appointed as Treasurer and Vice President at SOLENO THERAPEUTICS INC.
“the officers of the Company are as follows: Darin M. Lippoldt (President and Secretary) and Matthew C. Abernethy (Treasurer and Vice President).”
Darin M. Lippoldt was appointed as President and Secretary at SOLENO THERAPEUTICS INC.
“the officers of the Company are as follows: Darin M. Lippoldt (President and Secretary) and Matthew C. Abernethy (Treasurer and Vice President).”
Darin M. Lippoldt was appointed as Director at SOLENO THERAPEUTICS INC.
“Immediately following the Effective Time, Matthew C. Abernethy and Darin M. Lippoldt became the directors of the Company”
Matthew C. Abernethy was appointed as Director at SOLENO THERAPEUTICS INC.
“Immediately following the Effective Time, Matthew C. Abernethy and Darin M. Lippoldt became the directors of the Company”
Michael Huang resigned as Senior Vice President, Clinical Development at SOLENO THERAPEUTICS INC.
“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”
Kevin Norrett resigned as Chief Business Officer at SOLENO THERAPEUTICS INC.
“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”
Manher (AJ) Joshi resigned as Chief Development Officer at SOLENO THERAPEUTICS INC.
“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”
Meredith Manning resigned as Chief Commercial Officer at SOLENO THERAPEUTICS INC.
“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”
Kristen Yen resigned as Senior Vice President, Global Clinical Operations & Patient Advocacy at SOLENO THERAPEUTICS INC.
“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”
Patricia Hirano resigned as Senior Vice President, Regulatory Affairs at SOLENO THERAPEUTICS INC.
“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”
Jennifer Fulk resigned as Chief Financial Officer at SOLENO THERAPEUTICS INC.
“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”
Anish Bhatnagar resigned as Chief Executive Officer at SOLENO THERAPEUTICS INC.
“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”
Dawn Bir resigned as Director at SOLENO THERAPEUTICS INC.
“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”
Andrew Sinclair resigned as Director at SOLENO THERAPEUTICS INC.
“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”
Birgitte Volck resigned as Director at SOLENO THERAPEUTICS INC.
“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”
Matthew Pauls resigned as Director at SOLENO THERAPEUTICS INC.
“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”
Mark Hahn resigned as Director at SOLENO THERAPEUTICS INC.
“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”
Anish Bhatnagar resigned as Director at SOLENO THERAPEUTICS INC.
“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”
Material Agreements
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).
“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.”
Governance Changes
SOLENO THERAPEUTICS INC: Amended and Restated Bylaws to update advance notice provisions, reflect Delaware law changes, make governance updates, and include a forum selection provision (effective 2026-03-16).
“On March 16, 2026, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of such date.”
Debt Financings
SOLENO THERAPEUTICS INC amended credit facility of $100.0 million with Oxford Finance LLC.
“the remaining $100.0 million of loans under the Loan Agreement is uncommitted and may be made available only upon the mutual agreement of the Company and the Lenders”
Debt Financings
SOLENO THERAPEUTICS INC incurred senior notes of $100.0 million with Jefferies LLC.
“(the “ Company ”) entered into a confirmation and a supplemental confirmation (together, the “ ASR Agreement ”) of an accelerated share repurchase transaction with Jefferies LLC (the “ Dealer ”). Under the ASR Agreement, the Company shall repurchase an aggregate of $100.0 million of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”).”
Auditor Changes
SOLENO THERAPEUTICS INC engaged CBIZ CPAs P.C. as its auditor.
“on April 18, 2025, CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025”
Auditor Changes
Marcum LLP resigned as auditor of SOLENO THERAPEUTICS INC.
“On April 17, 2025, Marcum resigned as the Company’s independent registered public accounting firm”
Dawn C. Bir was appointed as Director at SOLENO THERAPEUTICS INC.
“On August 13, 2024, the Board appointed Dawn C. Bir to the Board effective upon Dr. Mario’s retirement on August 15, 2024.”
Ernest Mario resigned as Chairman of the Board at SOLENO THERAPEUTICS INC.
“On August 9, 2024, Dr. Ernest Mario, the Chairman of the Board of Directors (the “Board”) of Soleno Therapeutics, Inc. (the “Company”), notified the Company that he intended to resign from the Board for health reasons effective as of August 15, 2024.”
Earnings Releases
SOLENO THERAPEUTICS INC reported first quarter ended March 31, 2024 results: net income Net loss was approximately $21.4 million, or $0.59 per basic and diluted share, EPS $0.59 per basic and diluted share.
“Net loss was approximately $21.4 million, or $0.59 per basic and diluted share, for the quarter ended March 31, 2024”
Gwen Melincoff departed as Director at SOLENO THERAPEUTICS INC.
“On April 17, 2024, in connection with the determination by the Board of Directors (the “Board”) of Soleno Therapeutics, Inc. (the “Company”) of the slate of director nominees to stand for election at the Company’s 2024 Annual Meeting of Stockholders (the “2024 AGM”), Gwen Melincoff, a current director, notified the Company that she does not intend to stand for re-election to the Board at the 2024 AGM.”
Earnings Releases
SOLENO THERAPEUTICS INC reported the fourth quarter and year ended December 31, 2023 results: net income Net loss was approximately $11.3 million, or $0.33 per basic and diluted share, for the quarter ended December 31, 2023,, EPS $0.33 per basic and diluted share (Q4 2023); $2.36 per basic and diluted share (FY 2023).
“Soleno Therapeutics Provides Corporate Update and Reports Fourth Quarter and Full-Year 2023 Financial Results”
Material Agreements
SOLENO THERAPEUTICS INC entered into Placement Agreement with Guggenheim Securities, LLC, Cantor Fitzgerald & Co., Oppenheimer & Co. Inc. and Laidlaw & Company (UK) Ltd. (effective 2023-09-28).
“In connection with the Private Placement, the Company entered into a placement agency agreement (the “ Placement Agreement ”) with Guggenheim Securities, LLC, Cantor Fitzgerald & Co., Oppenheimer & Co. Inc. and Laidlaw & Company (UK) Ltd. (collectively, the “ Placement Agents ”), which provides that the Company will pay the Placement Agents an aggregate of 6.0% of the gross proceeds raised in the Private Placement.”
Material Agreements
SOLENO THERAPEUTICS INC entered into Securities Purchase Agreement with Adage Capital Partners LP, Commodore Capital, Frazier Life Sciences, Nantahala Capital, Perceptive Advisors, Woodline Partners LP, and other existing investors (effective 2023-09-28).
“on September 28, 2023, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) for a private placement (the “ Private Placement ”) with Adage Capital Partners LP, Commodore Capital, Frazier Life Sciences, Nantahala Capital, Perceptive Advisors, Woodline Partners LP, and other existing investors (each, a “ Purchaser ,” and collectively, the “ Purchasers ”).”
Material Agreements
SOLENO THERAPEUTICS INC entered into Underwriting Agreement with Guggenheim Securities, LLC, as representative of the several underwriters valued at approximately $64.5 million (effective 2023-09-28).
“On September 28, 2023, Soleno Therapeutics, Inc. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with Guggenheim Securities, LLC, as representative of the several underwriters named in Schedule I thereto (the “ Underwriters ”) relating to the public offering (the “ Public Offering ”) of 3,000,000 shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), at a price to the public of $20.00 per share.”
Material Agreements
SOLENO THERAPEUTICS INC terminated Sales Agreement with Cantor Fitzgerald & Co. (effective 2023-09-26).
“On September 26, 2023, Soleno Therapeutics, Inc. (the “Company”), provided notice to Cantor Fitzgerald & Co. (“Cantor”) of its election to terminate the Controlled Equity Offering Sales Agreement between them dated July 16, 2021 (the “Sales Agreement”).”
Matthew Pauls was appointed as Director at SOLENO THERAPEUTICS INC.
“appointed Mr. Matthew Pauls to the Board, effective immediately.”
Earnings Releases
SOLENO THERAPEUTICS INC reported the second quarter ended June 30, 2023 results: net income $8.5 million, EPS $0.81.
“Net loss for the three and six months ended June 30, 2023, was $8.5 million and $16.8 million, or a net loss of $0.81 and $1.69 per basic and diluted share”
Shareholder Votes
SOLENO THERAPEUTICS INC shareholders approved Approval of issuance of shares upon exercise of warrants sold in private placement on May 8, 2023 at the 2023-05-25 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 4,003,720 132,021 10,527 1,949,693”
Shareholder Votes
SOLENO THERAPEUTICS INC shareholders approved Approval of Amended and Restated 2014 Equity Incentive Plan at the 2023-05-25 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 3,874,198 254,424 17,646 1,949,693”
Shareholder Votes
SOLENO THERAPEUTICS INC shareholders approved Approval of frequency of stockholder votes on Named Executive Officer compensation on an advisory basis at the 2023-05-25 meeting.
“Votes For Every 3 Years Votes for Every 2 Years Votes for Every 1 Years Abstentions Broker Non-Votes 2,234,536 18,934 1,865,518 27,280 1,949,693”
Shareholder Votes
SOLENO THERAPEUTICS INC shareholders approved Approval of Named Executive Officer compensation on an advisory basis at the 2023-05-25 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 4,019,358 111,424 15,486 1,949,693”
Shareholder Votes
SOLENO THERAPEUTICS INC shareholders approved Ratification of appointment of Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-25 meeting.
“Votes For Votes Against Abstentions Broker Non-Votes 5,977,682 113,718 4,561 0”
Shareholder Votes
SOLENO THERAPEUTICS INC shareholders approved Election of two Class II directors at the 2023-05-25 meeting.
“Nominee Votes For Votes Withheld Percent of Voted Broker Non-Votes Ernest Mario 3,950,528 195,740 64.8 % 1,949,693 Birgitte Volck 4,066,365 79,903 66.7 % 1,949,693”
Earnings Releases
SOLENO THERAPEUTICS INC reported the year ended December 31, 2022 results: net income approximately $24.1 million, EPS $2.87 per basic and diluted share.
“Net loss for the year ended December 31, 2022, was approximately $24.1 million, or $2.87 per basic and diluted share”
Earnings Releases
SOLENO THERAPEUTICS INC reported the fourth quarter ended December 31, 2022 results: net income approximately $5.5 million, EPS $0.58 per basic and diluted share.
“Net loss was approximately $5.5 million, or $0.58 per basic and diluted share, for the quarter ended December 31, 2022”
Material Agreements
SOLENO THERAPEUTICS INC entered into Securities Purchase Agreement with certain entities affiliated with Nantahala Capital Management, LLC, Abingworth LLP, Vivo Capital, LLC and members of management valued at 22,598,870 warrants at $0.4425 each; Tranche A exercisable at $1.75/share (~$15M aggregate), Tranche (effective 2022-12-16).
“On December 16, 2022, Soleno Therapeutics, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) for a private placement (the “ Private Placement ”) with certain entities affiliated with Nantahala Capital Management, LLC, Abingworth LLP, Vivo Capital, LLC and members of management (each, a “ Purchaser ,” and collectively, the “ Purchasers ”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers warrants (the “ Warrants ”) to purchase up to an aggregate of 22,598,870 shares of the Company’s common stock, par value $0.001 per share (the “ Shares ”), at a purchase price of $0.4425 per Warrant.”
Earnings Releases
SOLENO THERAPEUTICS INC reported the three and nine months ended September 30, 2022 results: net income Net loss for the three and nine months ended September 30, 2022, was $6.1 million and $18.6 million, or a net loss of $0, EPS a net loss of $0.76 and $2.60 per basic and diluted share.
“Soleno Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2022.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.