Joshi Manher 4
4 · SOLENO THERAPEUTICS INC · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
Soleno Therapeutics (SLNO) CDO Manher Joshi Sells Shares in Merger
What Happened
- Manher Joshi, Chief Development Officer of Soleno Therapeutics (SLNO), had three dispositions on 2026-05-18 that together covered 97,192 shares (20,171 common + 72,321 derivative + 4,700 derivative). Under the Merger Agreement, each share/vested RSU was cancelled and converted into the right to receive $53.00 per share (the Merger Consideration). That implies gross proceeds of roughly $5,151,176; one derivative item was an option cancellation whose cash payment equals (Merger Consideration − option exercise price) × number of option shares, so the actual cash for that piece may be lower.
Key Details
- Transaction date: 2026-05-18 (effective time of the Merger).
- Price/consideration: $53.00 per cancelled share/RSU (per Merger Consideration); option cancellation paid based on difference vs. exercise price (per footnote).
- Shares/units disposed: 20,171 (common) + 72,321 (derivative—RSUs) + 4,700 (derivative—likely option) = 97,192 total.
- Approximate gross cash value (if all at $53): ~$5.15 million; option portion may be less depending on exercise price.
- Shares owned after transaction: not reported in this Form 4; the Merger cancelled issued shares and RSUs.
- Footnotes from the filing:
- F1: RSUs were cancelled and converted into $53 cash per unit.
- F2: Each issued and outstanding common share was cancelled for $53 cash.
- F3: Options were cancelled for cash equal to (Merger Consideration − exercise price) × number of option shares.
- Filing timeliness: Form filed with period and filing date 2026-05-18 — appears timely and related to the Merger.
Context
- This was not an open-market sale but a cash-out in connection with the company being acquired (Merger). RSUs and shares were converted into cash at the agreed merger price; option cancellation payments depend on option exercise prices. Such merger-related dispositions reflect the deal terms rather than a trading decision by the insider.
Insider Transaction Report
Form 4Exit
Joshi Manher
Chief Development Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-18−20,171→ 0 total - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−72,321→ 0 totalExercise: $46.31Exp: 2035-11-10→ Common Stock (72,321 underlying) - Disposition to Issuer
Stock Option (Right to buy)
[F3]2026-05-18−4,700→ 0 totalExercise: $43.65Exp: 2036-01-21→ Common Stock (4,700 underlying)
Footnotes (3)
- [F1]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.
Signature
/s/ Anish Bhatnagar, Attorney-in-Fact|2026-05-18