SOLENO THERAPEUTICS INC 8-K

What Happened
Soleno Therapeutics, Inc. (SLNO) filed an 8‑K reporting that the merger described in its April 5, 2026 merger agreement closed on May 18, 2026. The merger was completed under Section 251(h) of the Delaware General Corporation Law (no stockholder vote required), and Soleno became a direct wholly owned subsidiary of the purchaser/parent. The Offer Consideration was funded with the parent’s cash on hand and the purchaser accepted all shares validly tendered by the offer expiration.

Immediately in connection with the closing, the company terminated its Loan and Security Agreement dated December 17, 2024 (Oxford Finance LLC was the collateral agent) and terminated its 2014 Employee Stock Purchase Plan effective immediately prior to the merger Effective Time. Soleno also amended and restated its certificate of incorporation and bylaws, attached as exhibits to the filing. The company requested that Nasdaq suspend trading and delist the shares and said it intends to file Form 15 to terminate registration under Section 12(g) and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Details

• Merger closed: May 18, 2026; completed pursuant to DGCL Section 251(h); Soleno is now a direct wholly owned subsidiary.
• Financing/consideration: Offer Consideration funded by Parent’s cash on hand; purchaser accepted all validly tendered shares.
• Agreements terminated: Loan and Security Agreement (dated Dec. 17, 2024) and the 2014 Employee Stock Purchase Plan were terminated at closing.
• Listing/registration actions: Company requested Nasdaq delisting (Form 25) and intends to file Form 15 to terminate registration and suspend SEC reporting.

Why It Matters
For retail investors, these are material corporate-control and liquidity changes: Soleno is no longer an independent public company and management/governance are changing. The company has initiated delisting and deregistration steps, which, if processed, will remove the shares from Nasdaq trading and suspend routine SEC reporting — reducing public liquidity and periodic public disclosures. The filing also shows termination of the company’s debt facility and its ESPP, and amended charter/bylaws, all of which affect governance, employee equity programs and capital structure. Investors should review the merger agreement and related filings (including incorporated items on officer/director changes) for details on the consideration paid and any actions they may need to take.