0000905718-22-000523.txt : 20220331 0000905718-22-000523.hdr.sgml : 20220331 20220331173144 ACCESSION NUMBER: 0000905718-22-000523 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181221 FILED AS OF DATE: 20220331 DATE AS OF CHANGE: 20220331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abingworth LLP CENTRAL INDEX KEY: 0001397144 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36593 FILM NUMBER: 22794652 BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 (0)20 7534 1500 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOLENO THERAPEUTICS INC CENTRAL INDEX KEY: 0001484565 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 770523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 203 REDWOOD SHORES PARKWAY STREET 2: SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-213-8444 MAIL ADDRESS: STREET 1: 203 REDWOOD SHORES PARKWAY STREET 2: SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Capnia, Inc. DATE OF NAME CHANGE: 20100219 4 1 solenoth_fm4dec212018.xml X0306 4 2018-12-21 0 0001484565 SOLENO THERAPEUTICS INC SLNO 0001397144 Abingworth LLP PRINCES HOUSE 38 JERMYN STREET LONDON X0 SW1Y 6DN UNITED KINGDOM 0 0 1 0 Common Stock 2022-03-29 4 P 0 7720000 A 18022602 I See Footnotes Stock Option (right to buy) 1.57 2018-12-21 4 A 0 20000 0 A 2028-12-21 Common Stock 20000 20000 I See footnotes Stock Option (right to buy) 2.50 2019-06-10 4 A 0 13000 0 A 2029-06-10 Common Stock 13000 13000 I See footnotes Stock Option (right to buy) 3.41 2020-05-18 4 A 0 9530 0 A 2030-05-18 Common Stock 9530 9530 I See footnotes Stock Option (right to buy) 2.24 2021-01-08 4 A 0 40000 0 A 2031-01-08 Common Stock 40000 40000 I See footnotes Stock Option (right to buy) 1.02 2021-06-01 4 A 0 31862 0 A 2031-06-01 Common Stock 31862 31862 I See footnotes Warrant (right to buy) 0.30 2022-03-29 4 P 0 7720000 A 2022-03-29 2027-03-29 Common Stock 7720000 7720000 I See footnotes Abingworth Bioventures VII GP LP ("Abingworth GP") serves as the general partner of Abingworth Bioventures VII, LP ("ABV VII"). Abingworth General Partner VII LLP serves as the general partner of Abingworth GP. ABV VII (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VII LLP) has delegated to the Reporting Person all investment and dispositive power over the securities held by ABV VII. The securities of Soleno Therapeutics, Inc. (the "Issuer") are held by ABV VII. The Reporting Person holds the reported securities indirectly through ABV VII. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person, ABV VII, Dr. Andrew Sinclair or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each share of common stock was purchased together with one (1) warrant to purchase one (1) share of common stock for an aggregate price of $0.25. The option was granted to Dr. Sinclair, a director of the Issuer and a member of the investment committee of ABV VII (the "Investment Committee") which approves investment and voting decisions by majority vote. No individual member of the Investment Committee has the sole control or voting power over the securities held by ABV VII. Under an agreement between Dr. Sinclair and the Reporting Person, Dr. Sinclair is deemed to hold the option and any shares of common stock issuable upon exercise of the option, for the benefit of ABV VII, and must exercise the option solely upon the direction of the Reporting Person. ABV VII may be deemed the indirect beneficial owner of the option, and Dr. Sinclair may be deemed the indirect beneficial owner of the option through his indirect interest in ABV VII. Each of ABV VII, Abingworth GP, Abingworth General Partner VII LLP, Dr. Sinclair, the Reporting Person and each member of the Investment Committee disclaims beneficial ownership of the option except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The option vests in forty-eight (48) monthly installments commencing on December 21, 2018. The option fully vested on May 17, 2020. The option fully vested on May 18, 2021. The option fully vested on January 8, 2021. The option vests on the earlier of the twelve (12) month anniversary of June 1, 2021 or the day before the Issuer's next annual stockholder meeting, subject to Dr. Sinclair continuing to be a Service Provider through the vesting date. /s/ John Heard, as attorney-in-fact 2022-03-31