Volck Birgitte 4
4 · SOLENO THERAPEUTICS INC · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
Soleno Therapeutics (SLNO) Director Birgitte Volck Sells Shares in Merger
What Happened
Birgitte Volck, a director of Soleno Therapeutics, reported dispositions of 39,626 shares/units on May 18, 2026 in connection with the company’s merger. The transaction reflects the cancellation/conversion of 17,536 outstanding common shares and 22,090 derivative instruments (RSUs/options). Under the merger agreement, issued and outstanding common shares and vested/unvested RSUs were converted into a cash payment of $53.00 per share; options were cancelled for a cash payment equal to the per-share spread (Merger Consideration minus the option exercise price). Using $53.00 as the per-share consideration, the converted positions represent roughly $2.10 million in cash; option payouts may differ per the footnote calculation.
Key Details
- Transaction date: May 18, 2026; Merger Consideration: $53.00 per share (cash).
- Dispositions reported: total 39,626 shares/units (17,536 common shares; 22,090 derivative RSUs/options).
- Effective treatment: common shares and RSUs cancelled and converted to $53.00 cash per share (footnote F1 & F2); options cancelled for cash equal to (Merger Consideration − exercise price) × shares (footnote F3).
- Shares owned after transaction: the cancelled shares/RSUs were converted to cash under the merger; the filing indicates those listed instruments were cancelled.
- Filing timeliness: reported on May 18, 2026 (same date as the merger), not indicated as late.
Context
- This is a merger-related disposition (company acquisition), not an open-market sale; proceeds come from the merger consideration rather than a typical insider sale.
- For derivatives: RSUs were converted to the merger cash amount per share; option holders received the cash spread rather than receiving shares.
- These types of merger conversions are routine corporate actions and reflect the deal terms, not necessarily a change in insider sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-18−17,536→ 0 total - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−1,333→ 0 totalExercise: $39.45Exp: 2029-06-10→ Common Stock (1,333 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−635→ 0 totalExercise: $51.15Exp: 2030-05-18→ Common Stock (635 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−2,666→ 0 totalExercise: $33.60Exp: 2031-01-08→ Common Stock (2,666 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−2,124→ 0 totalExercise: $15.30Exp: 2031-06-01→ Common Stock (2,124 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−2,666→ 0 totalExercise: $2.55Exp: 2032-06-01→ Common Stock (2,666 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−2,666→ 0 totalExercise: $5.03Exp: 2033-05-25→ Common Stock (2,666 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−10,000→ 0 totalExercise: $5.25Exp: 2033-05-26→ Common Stock (10,000 underlying)
Footnotes (3)
- [F1]Certain of these shares are represented by previously reported restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger, dated as of April 5, 2026, by and among Soleno Therapeutics, Inc. (the "Company"), Neocrine Biosciences, Inc. ("Parent") and Sigma Merger Sub, Inc. ("Merger Sub"), on May 18, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding vested and unvested RSU was cancelled and converted into the right to receive an amount equal to $53.00 in cash (the "Merger Consideration").
- [F2]In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.
- [F3]At the effective time of the Merger, this option was cancelled in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of shares covered by the option as of immediately prior to such cancellation.