Definitive Proxy Statement

Position

Executive Officers:

Anish Bhatnagar, M.D.

President, Chief Executive Officer and Director

DEF 14A 1 d508750ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

SOLENO THERAPEUTICS, INC.

(formerly Capnia, Inc.)

(Name of Registrant as Specified In Its Charter)

Not applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

SOLENO THERAPEUTICS, INC.

1235 Radio Road, Suite 110

Redwood City, CA 94065

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on Monday, June 11, 2018

Dear Stockholder:

We cordially invite you to attend the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Soleno Therapeutics, Inc. (“Soleno” or the “Company”). The meeting will be held on Monday, June 11, 2018, at 8:00 a.m. Pacific Time, 1235 Radio Road, Suite 110, Redwood City, CA 94065 for the following purposes, as more fully described in the accompanying proxy statement:

To elect two Class I directors to serve until the 2021 Annual Meeting of stockholders or until their respective successors are duly elected and qualified;

To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018; and

Transact any other business as may properly come before the meeting or any postponement or adjournment thereof.

Our Board of Directors (our “Board” or “Board of Directors”) has fixed the close of business on April 12, 2018 as the record date for the Annual Meeting. Only stockholders of record on April 12, 2018 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

This proxy statement and our annual report can be accessed directly at the following Internet address: http://www.astproxyportal.com/ast/21758. You will be asked to enter the control number located on your proxy card.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote via the Internet, as promptly as possible, as instructed in the accompanying proxy statement. We encourage you to vote via the Internet. It is convenient, is more environmentally friendly, and saves us significant postage and processing costs.

By order of the Board of Directors,

Anish Bhatnagar, M.D.

President and Chief Executive Officer

Redwood City, California

April 30, 2018

TABLE OF CONTENTS


	Page
INFORMATION CONCERNING SOLICITATION AND VOTING		1
General		1
Proxy Materials		1
QUESTIONS AND ANSWERS REGARDING OUR ANNUAL MEETING		2
What proposals will be voted on at the Annual Meeting?		2
What is Soleno’s voting recommendation?		2
What happens if additional proposals are presented at the Annual Meeting?		2
Who can vote at the Annual Meeting?		2
What is the difference between holding shares as a stockholder of record and as a beneficial owner?		2
How many votes does Soleno need to hold the Annual Meeting?		3
What is the voting requirement to approve each of the proposals?		3
Who counts the votes?		3
What happens if I do not cast a vote?		4
How can I vote my shares in person at the Annual Meeting?		4
How can I vote my shares in advance, without attending the Annual Meeting?		4
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?		5
How can I change or revoke my vote?		5
Where can I find the voting results of the Annual Meeting?		5
Who is the proxy and what do they do?		5
How are proxies solicited for the Annual Meeting?		6
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?		6
I share an address with another stockholder, and we received only one paper copy of the Notice and proxy materials. How may I obtain an additional set of the Notice and proxy materials?		6
What should I do if I receive more than one set of Notice or proxy materials?		6
Is my vote confidential?		7
What is the deadline to propose actions for consideration at the 2019 Annual Meeting of stockholders or to nominate individuals to serve as directors at that Annual Meeting?		7
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		9
Nominee Directors		9
Continuing Directors		10
Director Independence		11
Board of Directors		12
Board Leadership Structure		12
Board Committees		12
Audit Committee		12
Compensation Committee		13
Nominating and Corporate Governance Committee		13
Stockholder Recommendations for Nominations to the Board of Directors		14
Communications with the Board of Directors		14
Role in Risk Oversight		14
Code of Business Conduct and Ethics		15
Compensation Committee Interlocks and Insider Participation		15
Non-Employee Director Compensation		15
PROPOSAL NO. 1 ELECTION OF DIRECTORS		18
Nominees		18
Vote Required		18

-i-


	Page
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		19
Fees Paid to the Independent Registered Public Accounting Firm		19
Auditor Independence		19
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm		20
Vote Required		20
AUDIT COMMITTEE REPORT		21
EXECUTIVE OFFICERS		22
Executive Officers		22
EXECUTIVE COMPENSATION		24
2017 Summary Compensation Table		24
Summary Compensation Table		24
Employment offer letters and Employment Agreements		24
Potential payments and benefits upon termination or change of control		25
Outstanding equity awards at December 31, 2017		26
Compensation Committee Report		27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		28
RELATED PERSON TRANSACTIONS		33
Policies and Procedures for Related Party Transactions		34
OTHER MATTERS		36
Section 16(a) Beneficial Ownership Reporting Compliance		36
Available Information		36
Company Website		36

-ii-

SOLENO THERAPEUTICS, INC.

PROXY STATEMENT

FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Pacific Time on Monday, June 11, 2018

INFORMATION CONCERNING SOLICITATION AND VOTING

General

Our Board of Directors is soliciting proxies for the 2018 Annual Meeting of Stockholders of Soleno Therapeutics, Inc. (“Soleno” or the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held at our principal executive office located at 1235 Radio Road, Suite 110, Redwood City, CA 94065 on Monday, June 11, 2018, at 8:00 a.m., Pacific Time, and our telephone number at this address is (650) 213-8444. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about May 1, 2018 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Proxy Materials

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about May 1, 2018 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.

-1-

QUESTIONS AND ANSWERS REGARDING OUR ANNUAL MEETING

Although we encourage you to read this proxy statement in its entirety, we include this question and answer section to provide some background information and brief answers to several questions you may have about the Annual Meeting or this proxy statement.

Q: What proposals will be voted on at the Annual Meeting?

A: There are two proposals scheduled to be voted on at the Annual Meeting:

•

To elect the Class I nominees for directors as set forth in this proxy statement; and

•

To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Q: What is Soleno’s voting recommendation?

A: Our Board of Directors unanimously recommends that you vote your shares “FOR” the Class I nominees to our Board of Directors and “FOR” ratification of the appointment of Marcum LLP as our independent registered public accounting firm.

Q: What happens if additional proposals are presented at the Annual Meeting?

A: Other than the two proposals described in this proxy statement, Soleno does not expect any additional matters to be presented for a vote at the Annual Meeting. If you are a stockholder of record and grant a proxy, the person named as proxy holder, Anish Bhatnagar, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason any of Soleno’s Class I nominees are not available as a candidate for director, the person named as proxy holder will vote your proxy for such other candidate or candidates as may be nominated by our Board of Directors.

Q: Who can vote at the Annual Meeting?

A: Our Board of Directors has set April 12, 2018 as the record date for the Annual Meeting. All stockholders who own Soleno Common Stock at the close of business on April 12, 2018 may attend and vote at the Annual Meeting. For each share of Common Stock held as of the record date, the stockholder is entitled to one vote on each proposal to be voted on. Stockholders do not have the right to cumulate votes. As of April 12, 2018, 19,766,613 shares of our Common Stock were outstanding. Shares held as of the record date include shares that you hold directly in your name as the stockholder of record and those shares held by a beneficial owner through a broker, bank or other nominee for you as a beneficial owner.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: Most stockholders of Soleno hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record

If your shares are registered directly in your name with Soleno’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares and the Notice has been sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to Soleno or to vote in person at the Annual Meeting.

-2-

Beneficial Owners / Street Name Stockholders

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” In such instances, your broker, bank or other nominee is considered, with respect to those shares, the stockholder of record and they will have forwarded the Notice to you. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you request a “legal proxy” from the broker, bank or other nominee who holds your shares, giving you the right to vote the shares at the Annual Meeting. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders” or “beneficial owners”.

Q: How many votes does Soleno need to hold the Annual Meeting?

A: The holders of a majority of Soleno’s issued and outstanding shares, and entitled to vote, as of the record date must be present in person or represented at the Annual Meeting by proxy in order for Soleno to hold the meeting and conduct business. This is called a quorum. Both abstentions and broker “non-votes” are counted as present for the purpose of determining the presence of a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Shares are also counted as present at the meeting if you:

•

are present and vote in person at the meeting; or

•

have properly submitted a proxy card or voting instruction form or voted via the Internet or by telephone.

Q: What is the voting requirement to approve each of the proposals?

A: Proposal One — Directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. Votes of “WITHHOLD” and broker non-votes have no legal effect on the election of directors due to the fact that such elections are by a plurality. Abstentions will have no effect on the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal.

You may vote either “FOR” or “WITHHOLD” on each of the Class I nominees for election as director. The two individuals receiving the highest number of “FOR” votes at the Annual Meeting for the Class I nominees will, therefore, be elected.

Proposal Two — The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote is required to ratify the appointment of Marcum LLP as our Company’s independent registered public accounting firm. You may vote “FOR,” “AGAINST” or “ABSTAIN” on Proposal Two. Abstentions are deemed to be votes cast and have the same effect as a vote against the proposal. However, broker non-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on the proposal.

Q: Who counts the votes?

A: Votes cast by proxy or in person at the Annual Meeting will be tabulated and certified by the inspector of elections who will also determine whether or not a quorum is present. A representative of American Stock Transfer & Trust Company, LLC will serve as the inspector of elections.

-3-

Q: What happens if I do not cast a vote?

A: Stockholders of record — If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the proposals at the Annual Meeting. However, if you submit a signed proxy card with no further instructions, the shares represented by that proxy card will be voted as recommended by our Board of Directors.

Beneficial owners — If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal One) because if you do not indicate how you want to vote your shares voted on such proposal, your bank, broker or other nominee is not allowed to vote those shares on your behalf on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote in the election of directors, no votes will be cast on your behalf. Your bank, broker or other nominee will continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Marcum LLP as our independent registered public accounting firm (Proposal Two).

Q: How can I vote my shares in person at the Annual Meeting?

A: Shares held directly in your name as the stockholder of record may be voted in person at the Annual Meeting. If you choose to vote in person, please bring your proxy card and proof of identification to the Annual Meeting. Even if you plan to attend the Annual Meeting, Soleno recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. If you hold your shares in street name, you must request and receive in advance of the Annual Meeting a legal proxy from your broker, bank or other nominee in order to vote in person at the Annual Meeting.

Please note that seating is limited and we ask that you please allow ample time for check-in. Seating will begin at 7:00 a.m. and the Annual Meeting will begin at 8:00 a.m. Parking in the area is limited. Please consider using public transportation. Please note that large bags and packages will not be allowed at the Annual Meeting. Persons will be subject to search.

Q: How can I vote my shares in advance, without attending the Annual Meeting?

A: Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy; please refer to the voting instructions in the Proxy Materials or below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, bank or other nominee; please refer to the voting instructions provided to you by your broker, bank or other nominee.

Internet — Stockholders of record with Internet access may submit proxies until 11:59 p.m., Eastern Time, on June 10, 2018, by following the instructions on your proxy cards or at www.voteproxy.com. Most of our stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, banks or other nominees (have your Notice or proxy card in hand when you visit the website). Your proxy card or voting instructions form you complete and return will provide instructions for stockholders whose bank or brokerage firm is participating in electronic voting.

Telephone — You will be eligible to submit your vote by telephone until 11:59 p.m., Eastern Time, on June 10, 2018, at 800-776-9437 or 718-921-8500 (have your Notice or proxy card in hand when you call).

Mail — You may indicate your vote by completing, signing and dating the proxy card or voting instruction form where indicated and by returning it in the prepaid envelope that will be provided (if you received printed proxy materials). Your vote must be received by 11:59 p.m., Eastern Time, on June 10, 2018.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to

-4-

direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Q: How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

A: Brokerage firms and other intermediaries holding shares of our Common Stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our “routine” matter: the proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm. Your broker will not have discretion to vote on the election of directors, which is a “non-routine” matter, absent direction from you.

Q: How can I change or revoke my vote?

A: Subject to any rules your broker, bank or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting.

Stockholders of record — If you are a stockholder of record, you may change your vote by (1) filing with our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy relating to the same shares, or (2) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent so as to be delivered to our principal executive office, 1235 Radio Road, Suite 110, Redwood City, CA 94065, Attention: Corporate Secretary.

Beneficial owners — If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, bank or other nominee, or (2) if you have obtained, from the broker, bank or other nominee who holds your shares, a legal proxy giving you the right to vote the shares, by attending the Annual Meeting and voting in person. Your broker, bank or other nominee can provide you with instructions on how to change your vote.

In addition, a stockholder of record or a beneficial owner who has voted via the Internet or by telephone may also change his, her or its vote by making a timely and valid Internet or telephone vote no later than 11:59 p.m., Eastern Time, on June 10, 2018.

Q: Where can I find the voting results of the Annual Meeting?

A: We will announce the preliminary voting results at the Annual Meeting. We will report the final results in a current report on Form 8-K filed with the SEC within four business days after the date of the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

Q: Who is the proxy and what do they do?

A: Our Board of Directors designated the person named as proxy on the proxy card, Anish Bhatnagar. When you, as stockholder of record, provide voting instructions in the proxy card, the named proxy will cause their

-5-

votes in accordance with the instructions as indicated on the proxy card. If you are a stockholder of record and submit a signed proxy card, but do not indicate your voting instructions, the named proxy will vote as recommended by our Board of Directors in favor of the nominated directors and for ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. If a matter not described in this proxy statement is properly presented at the Annual Meeting, the named proxy holder will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the named proxy holder can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Q: How are proxies solicited for the Annual Meeting?

A: Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our Common Stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Q: Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

A: In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about May 1, 2018 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.

Q: I share an address with another stockholder, and we received only one paper copy of the Notice and proxy materials. How may I obtain an additional set of the Notice and proxy materials?

A: We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may our Investor Relations department (i) by mail at 1235 Radio Road, Suite 110, Redwood City, CA 94065, (ii) by calling us at (650) 213-8444, or (iii) by sending an email to IR@soleno.life.

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

Q: What should I do if I receive more than one set of Notice or proxy materials?

A: If you receive more than one set of Notice or proxy materials, it is because your shares are registered in more than one name or brokerage account. Please follow the voting instructions on each proxy card or voting instruction form you receive to ensure that all of your shares are voted.

-6-

Q: Is my vote confidential?

A: Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Soleno or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote, or (3) to facilitate a successful proxy solicitation by our Board of Directors. Occasionally, stockholders provide written comments on their proxy cards, which are then forwarded to Soleno’s management.

Q: What is the deadline to propose actions for consideration at the 2019 Annual Meeting of stockholders or to nominate individuals to serve as directors at that Annual Meeting?

A: Our stockholders may submit proposals that they believe should be voted upon at our next Annual Meeting in 2019 or nominate persons for election to our Board of Directors at that meeting (see “Stockholder Proposals”). Stockholders may also recommend candidates to our Board of Directors for election at that meeting (See “Recommendations and Nominations of Director Candidates”).

Stockholder Proposals:

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in Soleno’s proxy statement for the 2019 Annual Meeting, the written proposal must be received by Soleno’s Corporate Secretary at our principal executive offices no later than December 28, 2018. Such proposals also will need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials.

When a stockholder does not seek to include a proposal in our 2019 proxy statement pursuant to Rule 14a-8, the stockholder may submit the proposal to Soleno for the 2019 Annual Meeting of Stockholders consistent with the requirements of our amended and restated bylaws. To be timely under our amended and restated bylaws, such stockholder’s notice must be received by the Corporate Secretary at our principal executive office not later than 45 days nor earlier than 75 days before the one-year anniversary of the date on which we first mailed our 2018 proxy materials or delivered a notice of availability of proxy materials (whichever is earlier) for the 2018 Annual Meeting. For the 2019 Annual Meeting, assuming a mailing date of May 1, 2018 for this proxy statement, the notice must be received no earlier than February 15, 2019 and no later than March 17, 2019. However, if the date of the 2019 Annual Meeting is advanced by more than 30 days prior to or delayed by more than 30 days after the one-year anniversary of the date of the 2018 Annual Meeting, then, for notice by the stockholder to be timely, it must be so received by the Corporate Secretary not earlier than the close of business on the 120th day prior to the 2019 Annual Meeting and not later than the close of business on the later of (i) the 90th day prior to the 2019 Annual Meeting, or (ii) the tenth day following the day on which a public announcement of the date of the 2019 Annual Meeting is first made. To be in proper form, a stockholder’s notice to our Company must set forth the information required by our amended and restated bylaws.

In no event shall any adjournment or postponement of an Annual Meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice, as described in Section 2.4(i)(a) of our amended and restated bylaws.

As described in our amended and restated bylaws, the stockholder submission must include certain specified information concerning the proposal or nominee, as the case may be, and information as to the stockholder’s ownership of our Common Stock. If a stockholder gives notice of such a proposal after the deadline computed in accordance with our amended and restated bylaws, the stockholder will not be permitted to present the proposal to our stockholders for a vote at the 2019 Annual Meeting.

-7-

Recommendations and Nominations of Director Candidates:

The Nominating and Corporate Governance Committee will consider stockholder recommendations and nominations for candidates to the Board of Directors from stockholders. A stockholder that desires to recommend a candidate for election to the Board of Directors must direct the recommendation in writing to Soleno, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, details regarding any shares of our stock which the nominee holds as of the time of the submission, evidence of the nominating person’s ownership of our Common Stock, a description of any arrangement between the stockholder and the nominee, and a written statement from the nominee acknowledging that if elected, the nominee will serve his or her term as director and will owe a fiduciary duty to our Company and our stockholders.

A stockholder that instead desires to nominate a person directly for election to the Board of Directors must meet the deadlines and other requirements set forth in Section 2.4(ii) of our amended and restated bylaws and the rules and regulations of the SEC, consistent with the time requirements provided above, and in form and setting forth the information required by our amended and restated bylaws.

Delivery of Nominations, Recommendations and Proposals:

Nominations, recommendations and/or proposals should be addressed and timely delivered to: Soleno Therapeutics, Inc., Attention: Corporate Secretary, at 1235 Radio Road, Suite 110, Redwood City, CA 94065. Stockholders interested in submitting such a proposal are advised to contact knowledgeable legal counsel with regard to the detailed requirements of applicable securities laws. The submission of a stockholder proposal does not guarantee that it will be included in our 2019 proxy statement.

Copy of Bylaws:

You may contact us at our principal executive offices for a copy of the relevant amended and restated bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. Alternatively, a copy of our bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov.

-8-

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our Board of Directors, which currently consists of seven members, with no vacancies. Five of our directors are independent within the meaning of the independent director requirements of The NASDAQ Capital Market, or NASDAQ. Our Board of Directors is divided into three classes with staggered three-year terms. At each Annual Meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

The following table sets forth the names and ages as of March 31, 2018, and certain other information for each of the directors:

Name

Class

Age

Position

Director
Since

Current
Term
Expires

Expiration
of Term
for Which
Nominated

1. Directors with Terms Expiring at the Annual Meeting/Nominees

Rajen Dalal (2)(3)

Director

04/14/2016

2018

2021

Mahendra Shah (1)(3)

Director

03/07/2017

2018

2021

2. Continuing Directors

James Glasheen (1)(3)

Director

03/07/2017

2019

—

Ernest Mario (2)

III

Chairman

08/03/2007

2020

—

Anish Bhatnagar

III

President, Chief Executive Officer and Director

02/06/2014

2020

—

William G. Harris (1)(2)

III

Director

06/02/2014

2020

—

Stuart Collinson (1)(3)

III

Director

03/07/2017

2020

—

(1)	Member of our audit committee.

(2)	Member of the compensation committee.

(3)	Member of the nominating and corporate governance committee.

Nominee Directors

Rajen Dalal. Mr. Dalal joined our Board of Directors in April 2016. Mr. Dalal has served as the CEO and board member of several medical device companies including from 2011-2015, ReLIA Diagnostic Systems, Inc., a point-of-care diagnostics company selling blood tests used in emergency medicine. Mr. Dalal also served from 2008 to 2010 on the board of Singapore based A-Bio Pharma and Dx Assays, from 2006 to 2008 as CEO and director of Aviir, a medical device company which commercialized multi-protein biomarker test for detecting risk of acute myocardial infarction, from 2003 to 2008 on the board of directors for Vermillion, a public ovarian cancer diagnostics company, from 2002 to 2005 as CEO and a director of Guava Technologies, which commercialized a low cost bench top flow cytometer for HIV/AIDS testing (US FDA cleared), and from 2000 to 2002 on the HHS Committee for Blood Safety and Availability. Mr. Dalal was previously with Chiron as President of its Blood Testing division (HIV/HCV/retroviral nucleic acid and immune testing) as well as its Vice President, Corporate Development. Prior to working in biotech, Mr. Dalal was at McKinsey & Co in New York and Cleveland. He is a graduate of the University of Chicago, MIT and St. Xavier’s College, Bombay with degrees in business, biochemical engineering and chemistry, respectively.

We believe Mr. Dalal is able to make a valuable contribution to our Board of Directors due to his extensive operational experience and board oversight in a diverse range of healthcare companies.

Mahendra G. Shah, Ph.D. Dr. Shah has been a member of our Board of Directors since March 2017. Dr. Shah has been with at Vivo Capital, LLC, a healthcare focused investment firm, since March 2010, and is

-9-

currently serving as its managing director. Dr. Shah is the founder and executive chairman of Semnur Pharmaceuticals. Dr. Shah previously served as chairman of the board of Essentialis, as a board member of Bolt Therapeutics, Impel Neuropharma, Fortis Inc., Crinetic Pharmaceuticals, Verona Pharma and a member of the board of trustees of St. John’s University. He is also a board member and charter member of EPPIC and a charter member of TIE. From September 2005 to December 2009, he was the founder, chairman and CEO of NextWave Pharmaceuticals, a pediatric focused specialty pharmaceutical company, which was acquired by Pfizer. From 1993 to May 2003, he was the chairman and CEO of First Horizon Pharmaceuticals, a publicly traded specialty pharmaceutical company before it was sold to Shionogi Pharmaceuticals. From 1991 to October 1999, he was vice president of E. J. Financial Enterprises, Inc., a healthcare fund management company. He previously served on the boards of Biotie therapies (BITI), Unimed Pharmaceuticals (UMED), Introgen Therapeutics (INGN), Inpharmakon, Protomed, Structural Bioinformatics, and Zarix. From 1987 to 1991 he was the senior director of new business development with Fujisawa USA (Astellas). Prior to that time he worked in various scientific and management positions with Schering-Plough and Bristol Myers-Squibb. Dr. Shah received his Ph.D. in industrial pharmacy from St. John’s University and his Bachelor’s and Master’s Degree in Pharmacy from L.M. College of Pharmacy in Gujarat, India.

We believe Dr. Shah is able to make a valuable contribution to our Board of Directors due to his vast experience as a finance professional in the biomedical and pharmaceutical industries.

Continuing Directors

James Glasheen. Dr. Glasheen has been a member of our Board of Directors since March 2017. Since 2002, Dr. Glasheen has served as a general partner with Technology Partners, a venture capital firm that focuses on clean tech and life science companies. Prior to his work at Technology Partners, he served as Managing Director of CIT Venture Capital. From 1996 to 2000, he was a leader within McKinsey & Company’s Pharmaceutical and Medical Products Practice. Dr. Glasheen holds a B.S. from Duke University and an M.A. and Ph.D. from Harvard University.

We believe Dr. Glasheen is able to make valuable contributions to our Board of Directors due to his experience facilitating the growth of venture-backed companies, his experiences with McKinsey & Company and his consumer medical company expertise.

Ernest Mario, Ph. D. Dr. Mario joined our Board of Directors in August 2007 and served as Chairman and Chief Executive Officer until February 2014 when he was named Chairman. From April 2003 to August 2007, Dr. Mario served as Chief Executive Officer and Chairman of Reliant Pharmaceuticals, Inc., a privately held pharmaceutical company that was acquired by GSK for approximately $1.6 billion in 2007. Dr. Mario served as Chief Executive Officer and Chairman of ALZA Corporation, a research-based pharmaceutical company, from November 1997 to December 2001, when ALZA was acquired by Johnson & Johnson for approximately $12 billion. Previously he served as Chief Executive Officer and Co-Chairman of ALZA from August 1993 to November 1997. From January 1992 until March 1993, Dr. Mario served as Deputy Chairman of Glaxo Holdings plc., a pharmaceutical company, and as Chief Executive from May 1989 to March 1993. Dr. Mario has current and past service on a number of corporate boards including Boston Scientific Corporation, Celgene Inc. (current), Chimerix, Inc. (current), Kindred Biosciences Inc., Tonix Pharmaceuticals Holding Corp. (current) and XenoPort Inc. Dr. Mario earned his M.S. and Ph.D. in physical sciences at the University of Rhode Island and a B.S. in pharmacy at Rutgers. He holds honorary doctorates from the University of Rhode Island and Rutgers University. In 2007, he was awarded the Remington Medal by the American Pharmacists’ Association, pharmacy’s highest honor.

We believe Dr. Mario is able to make valuable contributions to our Board of Directors due to his extensive knowledge of our Company, the industry, and our competitors, his extensive experience in risk oversight, quality and business strategy as a result of serving in leadership roles at multiple companies, his status as a significant stockholder and his prior service as our Chief Executive Officer.

-10-

Anish Bhatnagar, M.D. Dr. Bhatnagar was appointed as our Chief Executive Officer in February 2014. Prior to that, he served as our President and Chief Operating Officer. Dr. Bhatnagar joined us in 2006, and has held positions of increasing responsibility since then. Dr. Bhatnagar is a physician with over 15 years of experience in the medical device and biopharmaceutical industries. His experience spans development of biologics, drugs, drug-device combinations and diagnostic as well as therapeutic medical devices. His prior experience includes working at Coulter Pharmaceuticals, Inc. from 1998 to 2000 and Titan Pharmaceuticals, Inc. from 2000 to 2006. He is the author of several peer-reviewed publications, abstracts and book chapters. He obtained his medical degree at SMS Medical College in Jaipur, India and completed his Residency and Fellowship training in the U.S. at various institutions, including Georgetown University Hospital and the University of Pennsylvania.

We believe Dr. Bhatnagar is able to make valuable contributions to our Board of Directors due to his service as an executive officer of our Company, including as Chief Executive Officer, extensive knowledge of medical device and pharmaceutical company operations, and extensive experience working with companies, regulators and other stakeholders in the medical device and pharmaceutical industries.

William G. Harris. Mr. Harris has been a member of our Board of Directors since June 2014. Since 2001, he has been the Senior Vice President of Finance and Chief Financial Officer of Xenoport, Inc. From 1996 to 2001, he held several positions with Coulter Pharmaceutical, Inc., a biotechnology company engaged in the development of novel therapies for the treatment of cancer and autoimmune diseases, the most recent of which was Senior Vice President and Chief Financial Officer, Corixa Corp., a developer of immunotherapeutic products, which was acquired by Coulter Pharmaceutical in 2000. Prior to Coulter Pharmaceutical, from 1990 to 1996, Mr. Harris held several positions at Gilead Sciences, Inc., the most recent of which was director of finance. Mr. Harris received a B.A. from the University of California, San Diego and an M.B.A. from Santa Clara University, Leavey School of Business and Administration.

We believe Mr. Harris is able to make valuable contributions to our Board of Directors due to his vast experience as a finance professional in the biomedical and pharmaceutical industries.

Stuart J.M Collinson, Ph.D. Dr. Collinson has been a member of our Board of Directors since March 2017. He currently serves as a partner at Forward Ventures, a venture capital firm. Previously he was Chairman and CEO of Aurora Biosciences. Dr. Collinson is currently the Chief Executive Officer and member of the board of Tioga Pharmaceuticals from 2005 and Arcturus Therapeutics from 2014. He was a member of the boards of Affinium Pharmaceuticals from 2007 to 2014, Oxagen from 2001 to 2012 and VertexPharmaceuticals from 2002 to 2011. Dr. Collinson held senior management positions with Glaxo Wellcome from December 1994 to June 1998, most recently serving as Co-Chairman, Hospital and Critical Care Therapy Management Team and Director of Hospital and Critical Care. Dr. Collinson received his Ph.D. in physical chemistry from the University of Oxford, England and his M.B.A. from Harvard University.

We believe Dr. Collinson is able to make valuable contributions to our Board of Directors due to his significant financial experience and his expertise in our industry.

Director Independence

Under the listing requirements and rules of The NASDAQ Capital Market, or NASDAQ, independent directors must comprise a majority of a listed company’s board of directors within a specified period of time, subject to certain phase-ins.

Since our initial public offering (the “IPO”), our Board of Directors has continually performed a review of its composition, the composition of its committees, and the independence of each director. Based upon information requested from and provided by each director concerning such director’s background, employment and affiliations, including family relationships, our Board of Directors determined that Messrs. Dalal and Harris, and Drs. Glasheen, Shah and Collinson have no relationships that would interfere with the exercise of

-11-

independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent,” as that term is defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of NASDAQ. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company, any other transactional relationships a non-employee director may have with our Company, and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock held by each non-employee director and any of his and our respective affiliates.

Board of Directors

Our Board of Directors may establish the authorized number of directors from time to time by resolution. The current authorized number of directors is seven. Our current directors, if elected, will continue to serve as directors until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

Our Board of Directors held 10 meetings during 2017. No members of our Board of Directors attended fewer than 75% of the aggregate of the total number of meetings of the Board of Directors (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board of Directors on which such director served (held during the period that such director served). Although we do not have a formal policy, members of our Board of Directors are invited and encouraged to attend each annual meeting of stockholders.

Board Leadership Structure

Our Board of Directors has a Chairman, Dr. Mario, who has authority, among other things, to preside over Board of Directors meetings, and to call special meetings of the Board of Directors. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. We currently believe that separation of the roles of Chairman and Chief Executive Officer reinforces the leadership role of our Board of Directors in its oversight of the business and affairs of our Company. In addition, we currently believe that having a separate Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board of Directors to monitor whether management’s actions are in the best interests of our Company and its stockholders. However, no single leadership model is right for all companies and at all times. Our Board of Directors recognizes that depending on the circumstances, other leadership models, such as combining the role of Chairman with the role of Chief Executive Officer, might be appropriate. As a result, our Board of Directors may periodically review its leadership structure.

Board Committees

Our Board of Directors has the authority to appoint committees to perform certain management and administration functions. Our Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.

Audit Committee

Our audit committee consists of James Glasheen, Stuart Collinson and William G. Harris, each of whom satisfies the independence requirements under NASDAQ listing standards and Rule 10A-3(b)(1) of the Securities

-12-

Exchange Act of 1934, as amended (the “Exchange Act”). The chairperson of our audit committee is Mr. Harris. Each member of our audit committee can read and understand fundamental financial statements in accordance with audit committee requirements. In arriving at this determination, our Board of Directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

Our audit committee oversees our corporate accounting and financial reporting process and assists our Board of Directors in oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor’s qualifications, independence and performance and our internal accounting and financial controls. Our audit committee is responsible for the appointment, compensation, retention and oversight of our independent auditors. Our Board of Directors has determined that Mr. Harris is an audit committee financial expert, as defined by the rules promulgated by the Securities Exchange and Commission.

The audit committee held four meetings in 2017. The charter of the audit committee is available on our website at www.soleno.life. The inclusion of our website address in this proxy statement does not include or incorporate by reference into this proxy statement the information on or accessible through our website.

Compensation Committee

Our compensation committee consists of William G. Harris, Rajen Dalal, Ernest Mario and Mahendra Shah, each of whom our Board of Directors has determined to be independent under NASDAQ listing standards, a “nonemployee director” as defined in Rule 16b-3 promulgated under the Exchange Act, and an “outside director” as that term is defined in Section 162(m) of the Code. The chairperson of our compensation committee is Dr. Shah.

Our compensation committee oversees our compensation policies, plans and benefits programs and assists our Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. In addition, our compensation committee reviews and makes recommendations to our Board of Directors with respect to our major compensation plans, policies and programs and assesses whether our compensation structure establishes appropriate incentives for officers and employees.

The compensation committee held four meetings in 2017. The charter of the compensation committee is available on our website at www.soleno.life. The inclusion of our website address in this proxy statement does not include or incorporate by reference into this proxy statement the information on or accessible through our website.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Rajen Dalal, Mahendra Shah, Stuart Collinson and James Glasheen, each of whom our Board of Directors has determined to be independent under NASDAQ listing standards. The chairperson of our nominating and corporate governance committee is Dr. Glasheen.

Our nominating and corporate governance committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of the Board of Directors and its committees. In addition, our nominating and corporate governance committee is responsible for reviewing and making recommendations to our Board of Directors on matters concerning corporate governance and conflicts of interest.

The nominating and corporate governance committee held five meetings in 2017. The charter of the nominating and corporate governance committee is available on our website at www.soleno.life. The inclusion of our website address in this proxy statement does not include or incorporate by reference into this proxy statement the information on or accessible through our website.

-13-

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee will consider candidates for directors recommended by stockholders. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our Board of Directors includes members with diversity of experience, skills and experience, including appropriate financial and other expertise relevant to our business. Stockholders wishing to recommend a candidate for nomination should contact our Corporate Secretary in writing. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, details regarding any shares of our stock which the nominee holds as of the time of the submission, evidence of the nominating person’s ownership of our Common Stock, a description of any arrangement between the stockholder and the nominee, and a written statement from the nominee acknowledging that if elected, the nominee will serve his or her term as director and will owe a fiduciary duty to our Company and our stockholders. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board of Director’s membership. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

A stockholder can nominate a candidate directly for election to our Board of Directors by complying with the procedures in Section 2.4(ii) of our bylaws and the rules and regulations of the SEC. Any eligible stockholder who wishes to submit a nomination should review the requirements in the bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary at Soleno Therapeutics, Inc., 1235 Radio Road, Suite 110, Redwood City, CA 94065. To be timely for our 2019 Annual Meeting of stockholders, our Corporate Secretary must receive the nomination not later than 45 days nor earlier than 75 days before the one-year anniversary of the date we first mailed its Proxy Materials or a notice of availability of Proxy Materials (whichever is earlier) to stockholders in connection with our previous year’s Annual Meeting of stockholders. The notice must state the information required by Section 2.4(ii)(b)(1) of our bylaws and otherwise must comply with applicable federal and state law.

Communications with the Board of Directors

Stockholders wishing to communicate with our Board of Directors or with an individual member of our Board of Directors may do so by writing to our Board of Directors or to the particular member of our board of directors, and mailing the correspondence to our Corporate Secretary at Soleno Therapeutics, Inc., 1235 Radio Road, Suite 110, Redwood City, CA 94065. Our Corporate Secretary will review all incoming stockholder communications (excluding mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material), and if deemed appropriate, the stockholder communications will be forwarded to the appropriate member or members of our Board of Directors, or if none is specified, to the Chairman of our Board of Directors. This procedure does not apply to stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Role in Risk Oversight

Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of business objectives, including organizational and strategic objectives, to improve long-term organizational performance and enhance stockholder value. The involvement of our Board of Directors in setting our business strategy is a key part of its assessment of management’s plans for risk management and its determination of what constitutes an appropriate level of risk for our Company. The participation of our Board of Directors in our risk oversight process includes receiving regular reports from members of senior management on areas of material risk to our Company, including operational, financial, legal and regulatory, and strategic and reputational risks.

-14-

While our Board of Directors has the ultimate responsibility for the risk management process, senior management and various committees of our Board of Directors also have responsibility for certain areas of risk management.

Our senior management team is responsible for day-to-day risk management and regularly reports on risks to our full Board of Directors or a relevant committee. Our finance and regulatory personnel serve as the primary monitoring and evaluation function for Company-wide policies and procedures, and manage the day-to-day oversight of the risk management strategy for our ongoing business. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Our audit committee focuses on monitoring and discussing our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. As appropriate, the audit committee provides reports to and receives direction from the full Board of Directors regarding our risk management policies and guidelines, as well as the audit committee’s risk oversight activities.

In addition, our compensation committee assesses our compensation policies to confirm that the compensation policies and practices do not encourage unnecessary risk taking. The compensation committee reviews and discusses the relationship between risk management policies and practices, corporate strategy and senior executive compensation and, when appropriate, reports on the findings from the discussions to our Board of Directors. Our compensation committee intends to set performance metrics that will create incentives for our senior executives that encourage an appropriate level of risk-taking that is commensurate with our short-term and long-term strategies.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.soleno.life. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. The inclusion of our website address in this proxy statement does not incorporate by reference the information on or accessible through our website into this proxy statement.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has ever been an officer or employee of the Company. None of our executive officers serve, or have served during the last fiscal year, as a member of a of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving on our Board of Directors or on our compensation committee.

Non-Employee Director Compensation

Directors who are employees do not receive any additional compensation for their service on our Board of Directors. We reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses in connection with their attendance at Board of Directors and committee meetings. In 2017, certain of our non-employee directors received cash compensation as set forth below.

-15-

The following table sets forth information regarding compensation earned by our non-employee directors during the fiscal year ended December 31, 2017.


Name	Cash Compensation		Option Awards (1)(2)		Stock Awards (1)(2)		Total
Edgar G. Engleman (3)	$	8,750	$	19,707	$	26,250	$	54,707
Ernest Mario	$	15,000	$	19,707	$	45,000	$	79,707
Steinar J. Engelsen (3)	$	14,000	$	19,707	$	42,000	$	75,707
Stephen Kirnon (3)	$	13,625	$	19,707	$	40,875	$	74,207
William G. Harris	$	13,750	$	19,707	$	41,250	$	74,707
Rajen Dalal	$	9,625	$	19,707	$	28,875	$	58,207
James Glasheen (4)	$	2,375	$	27,207	$	30,000	$	59,582
Stuart Collinson (4)(5)	$	2,363	$	27,207	$	28,875	$	58,445
Mahendra Shah (4)		—	$	27,207	$	26,250	$	53,457

(1)

The amounts in these columns reflect the aggregate grant date fair value of each option award or stock award, as applicable, granted during the fiscal year, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report on Form 10-K.

(2)

As of December 31, 2017, non-employee directors serving during 2017 held common stock and options to purchase the number of shares of common stock as follows: Dr. Engleman (8,966 options); Dr. Mario: (374,635 shares, 17,018 options); Mr. Englesen: (33,722 shares, 9,130 options); Dr. Kirnon (9,598 shares, 8,966 options); Mr. Harris (13,736 shares, 17,844 options); Mr. Dalal (8,243 shares, 7,082 options); Mr. Collinson (916 options); and Dr. Shah (23,687 shares, 916 options).

(3)	Resigned from our Board of Directors effective December 31, 2017.

(4)	Appointed to our Board of Directors on March 7, 2017.

(5)	Dr. Collinson transfers his stock awards to Forward Ventures pursuant to an agreement with Forward Ventures.

Our Board of Directors has adopted a non-employee director compensation policy pursuant to which we will compensate our non-employee directors with a combination of cash and equity. Each such director will receive an annual base cash retainer of $35,000 for such service, to be paid quarterly. Each non-employee director will receive an annual stock option grant to purchase that number of shares representing, as of the date of grant, $32,500 of value, which shall be granted effective as of the date of each annual stockholder meeting, and share vest as to 100% of the shares on the earlier of the 12 month anniversary of the date of grant or the day before the next annual stockholder meeting. New Members elected to the Board of Directors shall receive a stock option grant to purchase 20,000 shares of Common Stock, which shall vest monthly over four years. The policy also provides that we compensate certain members of our Board of Directors for service on our committees as follows:

•

The chair or executive chair of our Board of Directors will receive an annual cash retainer of $25,000 for such service, paid quarterly;

•

The chairperson of our audit committee will receive an annual cash retainer of $15,000 for such service and each other member of the audit committee will receive an annual cash retainer of $7,500 for such service, paid quarterly;

•

The chairperson of our compensation committee will receive an annual cash retainer of $10,000 for such service and each other member of the compensation committee will receive an annual cash retainer of $5,000 for such service, paid quarterly; and

•

The chairperson of our nominating and corporate governance committee will receive an annual cash retainer of $7,000 for such service and each other member of the nominating and corporate governance committee will receive an annual cash retainer of $3,500, paid quarterly.

-16-

As of January 1, 2017, the Compensation Committee of the Board of Directors has recommended and the Board of Directors has approved a modification to the compensation plan outlined above, whereby annual Board and Committee cash retainers payable to members of the Board of Directors will now be made in equivalent shares of the Company’s Common Stock, on a quarterly basis.

-17-

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors is currently composed of seven members. In accordance with our certificate of incorporation, our Board of Directors is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our Company.

Nominees

Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Rajen Dalal and Mahendra Shah as nominees for election as Class I directors. If elected, each of Mr. Dalal and Dr. Shah will serve as Class I directors until the 2021 Annual Meeting of stockholders; or until their respective successors are duly elected and qualified. Each of the nominees is currently a member of our Board of Directors. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the re-election of Mr. Dalal and Dr. Shah. We expect that Mr. Dalal and Dr. Shah will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy. If you are a beneficial owner of shares of our Common Stock and you do not give voting instructions to your broker, bank or other nominee, then your broker, bank or other nominee will leave your shares unvoted on this matter.

Vote Required

The election of Class I directors requires a plurality vote of the shares of our Common Stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF

THE TWO DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS

PROXY STATEMENT AS CLASS I DIRECTORS TO SERVE FOR A THREE-YEAR TERM.

-18-

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Marcum LLP, or Marcum, as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2018. Marcum also served as our independent registered public accounting firm for our fiscal year ended December 31, 2017.

At the Annual Meeting, stockholders are being asked to ratify the appointment of Marcum as our independent registered public accounting firm for our fiscal year ending December 31, 2018. Stockholder ratification of the appointment of Marcum is not required by our Bylaws or other applicable legal requirements. However, our Board is submitting the appointment of Marcum to our stockholders for ratification as a matter of good corporate governance. In the event that this appointment is not ratified by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting, such appointment will be reconsidered by our audit committee. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 2018 if our audit committee believes that such a change would be in our Company’s best interests and that of our stockholders. A representative of Marcum is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate questions from stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by Marcum for our fiscal years ended December 31, 2017 and 2016.


	2017		2016
Audit Fees (1)	$	267,012	$	307,670
Audit-Related Fees (2)		—		—
Tax Fees (3)		—		—
All Other Fees (4)	$	101,824	$	12,400

	$	368,836	$	320,070

(1)

“Audit Fees” consist of fees and expenses billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by Marcum in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)	“Audit-Related Fees” consist of fees and expenses billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

(3)	“Tax Fees” consist of fees and expenses billed for professional services rendered by Marcum for tax compliance, tax advice and tax planning.

(4)

“All Other Fees” consist of fees and expenses billed for professional services rendered by Marcum in connection with our Form S-1 registration statement related to our 2017 PIPE Offering, our Form S-1 registration statements related to our private placement with Aspire Capital Fund, LLC, and the registration statement related to the issuance of shares to Essentialis selling shareholders.

Auditor Independence

In 2017, there were no other professional services provided by Marcum that would have required our audit committee to consider their compatibility with maintaining the independence of Marcum.

-19-

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. All fees paid to Marcum for our fiscal years ended December 31, 2016 and 2017 were pre-approved by our audit committee.

Vote Required

The ratification of the appointment of Marcum requires the affirmative vote of a majority of the shares of our Common Stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE

RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING

DECEMBER 31, 2018.

-20-

AUDIT COMMITTEE REPORT

The information contained in the following Audit Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Soleno Therapeutics, Inc., or the Company, specifically incorporates it by reference in such filing.

The audit committee has reviewed and discussed the Company’s audited consolidated financial statements with management and Marcum LLP, or Marcum, the Company’s independent registered public accounting firm. The audit committee has discussed with Marcum the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board.

The audit committee has received and reviewed the written disclosures and the letter from Marcum required by the applicable requirements of the Public Company Accounting Oversight Board regarding Marcum’s communications with the audit committee concerning independence, and has discussed with Marcum its independence.

Based on the review and discussions referred to above, the audit committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the Securities and Exchange Commission.

Respectfully submitted by the members of the audit committee of the Board of Directors:

William G. Harris (Chair)

James Glasheen

Stuart Collinson

-21-

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2018. Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

David D. O’Toole resigned as our Chief Financial Officer effective September 11, 2017. Anthony Wondka was appointed Senior Vice President of Research and Development of Capnia, Inc. in connection with a joint venture agreement entered into on December 4, 2017 with OptAsia Healthcare Limited.

Executive Officers

David D. O’Toole. Mr. O’Toole was appointed as our Chief Financial Officer in July 2014. He has more than 30 years of experience in the accounting and finance sectors, and for the past 14 years has focused on the medical device, tools, and diagnostics industry. From September 2012 to June 2014 Mr. O’Toole was Senior Vice President and Chief Financial Officer at Codexis, Inc., a public company focused on developing biocatalysts. From May 2010 to August 2012 Mr. O’Toole was Vice President and Chief Financial Officer at Response Genetics, Inc., and served from May 2008 to August 2010 as Executive Vice President and Chief Financial Officer of Abraxis Bioscience, Inc. From 1992 to 2008, Mr. O’Toole worked at Deloitte & Touche LLP, where he served for 12 of those years as a partner. He worked at Arthur Anderson & Co., from 1984 to 1992, as an international tax manager. Mr. O’Toole received his Bachelor of Science, Accounting from the University of Arizona and is a certified public accountant.

We believe Mr. OToole was able to make valuable contributions as an executive officer of our Company as a result of his prior financial experience in related industries that are applicable to us. Mr. O’Toole resigned effective September 11, 2017.

Anthony Wondka. Mr. Wondka was appointed as Senior Vice President of Research and Development of Capnia, Inc. in connection with a joint venture agreement entered into on December 4, 2017 with OptAsia Healthcare Limited. Prior to that, he was our Vice President of Research and Development since June 2013 and was a consultant for us from May 2011 to June 2013. He has held management and executive positions in the medical device industry for over 20 years, in large and small companies. From April 2006 to March 2011,

-22-

Mr. Wondka served as VP of R&D and then VP of Technology and Clinical Affairs for Breathe Technologies, where he invented and co-invented ventilation products that address large unmet needs in chronic obstructive pulmonary disease, or COPD, and obstructive sleep apnea. From July 1997 to April 2006, Mr. Wondka was Director of R&D and VP of Manufacturing at Pulmonx, where he co-invented and led the early development of the Chartis™ diagnostic system and procedure that is used to guide endobronchial lung volume reduction for the treatment of COPD, and is currently being sold in the E.U. Prior to Pulmonx, Mr. Wondka worked at Pfizer subsidiary Shiley (acquired by Covidien) and Bear Medical (acquired by Carefusion), where he held lead roles in engineering and quality assurance, supporting commercialization activities for market leading ear, nose and throat, or ENT, and respiratory products. He holds over 40 issued or pending patents and has a B.S. in Bioengineering from University of California San Diego.

We believe Mr. Wondka was able to make valuable contributions as an executive officer of our Company as a result of his prior technical experience in our industry and related industries.

-23-

EXECUTIVE COMPENSATION

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer. Our named executive officers for the year ended December 31, 2017 are:

•

Anish Bhatnagar, M.D., our Chief Executive Officer, President and Chief Operating Officer;

•

David D. O’Toole, our Senior Vice President, Chief Financial Officer; and

•

Anthony Wondka, our Senior Vice President, Research & Development.

Throughout this section, we refer to these three officers as our named executive officers.

2017 Summary Compensation Table

The Summary Compensation Table below sets forth information regarding the compensation awarded to or earned by our named executive officers during the years ended December 31, 2017, 2016, and 2015.

Summary Compensation Table


Name and Principal Position	Year		Salary		Bonus (1)		Stock Awards		Option Awards (2)		Non-equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Anish Bhatnagar		2017	$	446,000	$	230,000		—	$	612,000		—		—		—	$	1,288,000
Chief Executive Officer,		2016	$	460,000		—		—	$	499,243		—		—		—	$	959,243
President and Chief Operating Officer		2015	$	435,156	$	185,000		—	$	570,100		—		—		—	$	1,190,256
David D. O’Toole		2017	$	229,000		—		—	$	129,000		—		—		—	$	358,000
Senior Vice President,		2016	$	300,000		—		—	$	125,133		—		—		—	$	425,133
Chief Financial Officer		2015	$	265,000	$	47,950		—	$	108,732		—		—		—	$	421,682
Anthony Wondka		2017	$	270,000		—		—		—		—		—		—	$	270,000
Senior Vice President,		2016	$	266,500		—		—	$	73,346		—		—		—	$	339,846
Research & Development		2015	$	262,375	$	45,500		—	$	111,476		—		—		—	$	419,351

(1)	Bonus awards for executives are accrued ratably throughout the year and are subject to review and approval by the Compensation Committee of the Board of Directors subsequent to the year in which they are earned and accrued.

(2)

The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal years ended December 31, 2017, 2016, and 2015, as applicable, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in the Notes to our audited financial statements for the years ended December 31, 2017, 2016, and 2015.

Employment offer letters and Employment Agreements

We have entered into employment agreements with our named executive officers. The employment agreements provide for “at-will” employment and set forth the terms and conditions of employment, including annual base salary, target bonus opportunity, equity compensation, severance benefits and eligibility to participate in our employee benefit plans and programs. In connection with their employment, our named executive officers were each also required to execute our standard proprietary information and inventions agreement. The material terms of these employment agreements are summarized below. These summaries are qualified in their entirety by reference to the actual text of the employment agreements, which were filed as exhibits to the Current Report on Form 8-K that was filed with the SEC on May 20, 2015.

-24-

Agreement with Anish Bhatnagar

We entered into an employment agreement with Dr. Bhatnagar, dated May 15, 2015, pursuant to which Dr. Bhatnagar serves as our President and Chief Executive Officer. The agreement provides for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. Dr. Bhatnagar’s current annual base salary is $446,000.

Agreement with David D. O’Toole

We entered into an employment agreement with Mr. O’Toole, dated May 15, 2015, pursuant to which Mr. O’Toole served as our Senior Vice President, Chief Financial Officer. The agreement provided for “at-will” employment and set forth certain agreed upon terms and conditions of employment. Mr. O’Toole’s annual base salary was $229,000. Mr. O’Toole resigned effective September 11, 2017.

Agreement with Anthony Wondka

We entered into an employment agreement with Mr. Wondka, dated May 15, 2015, pursuant to which Mr. Wondka served as our Senior Vice President, Research and Development. The agreement provided for “at-will” employment and sets forth certain agreed upon terms and conditions of employment. Mr. Wondka’s annual base salary was $270,000. Mr. Wondka transitioned to be Sr. Vice President, Research & Development of Capnia, Inc. on or about December 4, 2017.

Potential payments and benefits upon termination or change of control

Dr. Bhatnagar. Pursuant to Dr. Bhatnagar’s employment agreement, if Dr. Bhatnagar’s employment is terminated without “Cause” (as defined in Dr. Bhatnagar’s employment agreement) or resignation by the employee for “Good Reason” (as defined in Dr. Bhatnagar’s employment agreement), and subject to Dr. Bhatnagar signing and not revoking a separation agreement and release of claims, then Dr. Bhatnagar will be entitled to the following severance payments and benefits:

•

If Dr. Bhatnagar’s termination or resignation occurs prior to six (6) months before a Change in Control (as defined in Dr. Bhatnagar’s employment agreement) of the Company: (i) continuing payments of severance pay at a rate equal to Dr. Bhatnagar’s base salary rate for fifteen (15) months from the date of such termination without Cause or resignation for Good Reason; (ii) if Dr. Bhatnagar elects continuation coverage pursuant to the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), then the Company will reimburse Dr. Bhatnagar on the last day of each month for a period ending fifteen (15) months after Dr. Bhatnagar’s termination date for the COBRA premiums paid during such period for such coverage (at the coverage levels in effect immediately prior to Dr. Bhatnagar’s termination); and (iii) twenty-five percent (25%) of any unvested equity awards held by Dr. Bhatnagar as of the date of such termination without Cause or resignation for Good Reason shall immediately vest and become fully exercisable;

•

If such termination or resignation occurs within six (6) months prior to, or twelve (12) months following, a Change in Control of the Company: (i) continuing payments of severance pay at a rate equal to Dr. Bhatnagar’s base salary rate for eighteen (18) months from the date of such termination without Cause or resignation for Good Reason; (ii) if Dr. Bhatnagar elects continuation coverage pursuant to COBRA, then the Company will reimburse Dr. Bhatnagar on the last day of each month for a period ending eighteen (18) months after Dr. Bhatnagar’s termination date for the COBRA premiums paid during such period for such coverage (at the coverage levels in effect immediately prior to Dr. Bhatnagar’s termination); (iii) a payment equal to one hundred fifty percent (150%) the annual target bonus opportunity for the year in which Dr. Bhatnagar is terminated without Cause or resigns for Good Reason; and (iv) one hundred percent (100%) of any unvested equity awards held by Dr. Bhatnagar as of the date of such termination without Cause or resignation for Good Reason shall immediately vest and become fully exercisable; and

-25-

•

If Dr. Bhatnagar is terminated without Cause or resigns for Good Reason during the term of Dr. Bhatnagar’s employment agreement, then Dr. Bhatnagar’s shall have one year following such termination without Cause or resignation for Good Reason to exercise any then vested options.

Outstanding equity awards at December 31, 2017

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2017.


			Number of Securities Underlying Unexercised Options					Option Exercise Price		Option Expiration Date
Name	Grant date		Exercisable			Unexercisable		Option Exercise Price		Option Expiration Date
Anish Bhatnagar
		6/27/2008		2,333	(1)		—	$	17.40		9/25/2018
		10/15/2008		1,666	(1)		—	$	17.40		10/15/2018
		11/12/2014		76,191	(2)		9,858	$	35.70		11/12/2024
		1/11/2015		37,199	(2)		5,825	$	9.00		1/11/2025
		5/15/2015		22,032	(4)		7,967	$	23.30		5/15/2025
		1/10/2016		28,750	(3)		31,250	$	8.05		1/10/2026
		6/8/2016		41,410	(2)		18,824	$	6.00		6/8/2026
		4/19/2017		128,926	(4)		207,861	$	2.95		4/19/2027
David O’Toole
		11/12/2014		19,871	(4)		—	$	35.70		11/12/2024
		1/11/2015		4,866	(4)		—	$	9.00		1/11/2025
		5/15/2015		3,375	(3)		—	$	23.30		5/15/2025
		1/10/2016		5,250	(3)		—	$	8.05		1/10/2026
		6/8/2016		8,800	(4)		—	$	6.00		6/8/2026
		4/19/2017		22,184	(4)		—	$	2.95		4/19/2027
Anthony Wondka
		6/3/2013		2,183	(5)		—	$	9.00		6/3/2023
		11/12/2014		11,087	(4)		2,301	$	35.70		11/12/2024
		1/11/2015		2,670	(4)		676	$	9.00		1/11/2025
		5/15/2015		4,780	(3)		2,619	$	23.30		5/15/2025
		1/10/2016		3,831	(3)		4,168	$	8.05		1/10/2026
		6/8/2016		4,978	(4)		4,394	$	6.00		6/8/2026

(1)	The options listed are fully vested or are subject to an early exercise right and may be exercised in full prior to vesting of the shares underlying such options. Vesting of all options is subject to continued service on each vesting date.

(2)

The shares subject to the stock option vest over a four-year period as follows: 50% of the shares underlying the options vest immediately on the vesting commencement date, and thereafter 1/48th of the shares vest each month, subject to the officer’s continued service to us through each vesting date.

(3)	The shares subject to the stock option vest over a four-year period as follows: 1/48th of the shares vest each month beginning on the vesting commencement date, subject to the officer’s continued service to us through each vesting date.

(4)	The shares subject to the stock option vest over a four-year period as follows: 25% of the shares underlying the option vest immediately on the vesting commencement date and thereafter 1/48th of the shares vest each month, subject to the officer’s continued service to us through each vesting date.

(5)

The shares subject to the stock option vest over a four-year period as follows: 25% of the shares underlying the option vest on the one-year anniversary of the vesting commencement date, and thereafter 1/36th of the shares vest each month, subject to the officer’s continued service to us through each vesting date.

-26-

Compensation Committee Report

The information contained in the following Compensation Committee Report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

The compensation committee has reviewed and discussed the foregoing “Executive Compensation” section of this proxy statement with management. Based on this review and discussion, the compensation committee recommended to our Board of Directors that such information be included in this proxy statement.

Respectfully submitted by the members of the compensation committee of the Board of Directors:

Mahendra Shah (Chair)

Rajen Dalal

William G. Harris

Ernest Mario

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock at March 31, 2018, for:

•

each of our directors;

•

each of our named executive officers;

•

all of our current directors and executive officers as a group; and

•

each person, or group of affiliated persons, who beneficially owned more than 5% of our Common Stock.

We have determined beneficial ownership in accordance with the rules of the Securities Exchange and Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of Common Stock that they beneficially owned, subject to applicable community property laws.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Soleno Therapeutics, Inc., 1235 Radio Road, Suite 110, Redwood City, CA 94065.


	Shares Beneficially Owned
Name of Beneficial Owner	Number of Shares		%
5% Stockholders
Entities Associated with Vivo Ventures Fund V, L.P. (1)		5,134,831		24.66	%
Entities Associated with Forward Ventures V, L.P. (2)		1,513,725		7.66	%
Entities Associated with Technology Partners (3)		1,463,456		7.40	%
Entities Associated with Oracle Partners, LP (4)		4,532,971		20.89	%
Birchview Fund, LLC (5)		1,180,465		5.82	%
Entities Associated with Jack W. Schuler (6)		4,155,224		19.30	%
683 Capital Partners, LP (7)		1,416,555		6.95	%
Named Executive Officers and Directors:
Ernest Mario (8)		454,584		2.29	%
Anish Bhatnagar (9)		470,211		2.33	%
Anthony Wondka (10)		33,167		*
Edgar G. Engleman (1)(11)		5,139,899		24.68	%
Steinar J. Engelsen (12)		42,104		*
Stephen Kirnon (13)		14,987		*
William G. Harris (14)		27,650		*
David D. O’Toole (15)		9,050		*
Rajen Dalal (16)		19,554		*
Mahendra Shah (17)		29,232		*
Stuart Collinson (2)(18)		1,514,891		7.66	%
James Glasheen (3)(19)		1,473,973		7.46	%
Directors and executive officers as a group (12 Persons) (20)		9,239,819		43.27	%

*	Represents beneficial ownership of less than one percent (1%).

(1)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of warrants: (a) 4,986,803 shares of Common Stock held by Vivo Ventures Fund, V, L.P., consisting of (W) 3,941,863 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and

-28-

(Y) 1,044,940 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (b) 58,556 shares of Common Stock held by Vivo Ventures V Affiliates Fund, LP., consisting of (W) 46,294 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 12,262 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (c) 46,254 shares of Common Stock held by BDF IV Annex Fund, L.P., consisting of (W) 45,413 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 841 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (d) 33,588 shares of Common Stock held by Biotechnology Development Fund IV, L.P., consisting of (W) 33,388 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 200 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (e) 618 shares of Common Stock held by Biotechnology Development Fund IV Affiliates, L.P., consisting of (W) 615 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 3 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); and (f) 9,012 shares of Common Stock held by Vivo Capital LLC, consisting of (W) 9,012 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) zero shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018). Vivo Ventures V Fund LLC (Vivo V LLC), is the sole general partner of both of Vivo Ventures Fund V, L.P. and Vivo Ventures V Affiliates Fund, L.P. (Vivo V Funds), and may be deemed to beneficially own the Common Stock of Soleno owned by the Vivo V Funds. Vivo Capital LLC is the management company of Vivo V LLC. Vivo V LLC disclaims beneficial ownership of the shares of Soleno held by each of the Vivo V Funds, except to the extent of its pecuniary interest therein. BioAsia Investments IV, LLC (BAI IV), is the sole general partner of Biotechnology Development Fund IV, LP, Biotechnology Development Fund IV Affiliates, L.P., BDF IV Annex Fund, L.P. (BDF IV Funds) and may be deemed to beneficially own the Common Stock of Soleno owned by the BDF IV Funds. BAI IV disclaims beneficial ownership of the shares of Soleno held by each of the BDF IV Funds, except to the extent of its pecuniary interest therein. BioAsia Management, LLC (BAM), is the sole general partner of Biotechnology Development Fund II, L.P. (BDF II), and may be deemed to beneficially own the Common Stock of Soleno owned by BDF II. BAM disclaims beneficial ownership of the shares of Soleno held by each of the BDF II Funds, except to the extent of its pecuniary interest therein. Edgar G. Engleman M.D. is one of the managing members in Vivo Capital LLC, Vivo V LLC, BAI IV, and BAM, and has the shared voting power with other managing members.

(2)

Represents shares of common stock outstanding, issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: 1,513,725 shares of common stock held by Forward Ventures V, L.P., or Forward Ventures consisting of (W) 1,513,725 shares of outstanding common stock, and (X) zero shares of common stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018. Stuart Collinson is a managing member of Forward Ventures and has shared voting power over the shares of common stock beneficially owned by Forward Ventures. Dr. Collinson transfers his stock awards to Forward Ventures pursuant to an agreement with Forward Ventures.

(3)

Represents shares of common stock outstanding, issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: (a) 1,432,925 shares of common stock held by Technology Partners Fund VII, L.P., consisting of (W) 1,432,925 shares of outstanding common stock and (X) zero shares of common stock subject to outstanding options that are vested and exercisable within 60 days of March 31, 2018, and (b) 30,531 shares of common stock held by Technology Partners Affiliates VII, L.P., consisting of (W) 30,531 shares of outstanding common stock and (X) zero shares of common stock subject to outstanding options that are vested and exercisable within 60 days of March 31, 2018. James Glasheen is one of the managing members of Technology Partners and Technology Affiliates and has shared voting power over the shares of common stock beneficially owned by Technology Partners and Technology Affiliates.

-29-

(4)

Represents shares of Common Stock outstanding, issuable within 60 days of December 31, 2017, upon the exercise of options or warrants: (a) 2,833,108 shares of Common Stock held by Oracle Partners LP, consisting of (W) 1,628,223 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 1,204,885 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (b) 944,369 shares of Common Stock held by Oracle Ten Fund, LP, consisting of (W) 542,741 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 401,628 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (c) 377,747 shares of Common Stock held by Oracle Institutional Partners LP, consisting of (W) 217,096 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 160,651 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); and (d) 377,747 shares of Common Stock held by Feinberg Family Trust, consisting of (W) 217,096 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 160,651 shares of common issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018). A Schedule 13G filed December 26, 2017 reports shared voting and dispositive power over 4,532,971 shares.

(5)

Represents shares of Common Stock outstanding, issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: 1,180,465 shares of Common Stock held by Birchview Fund, LLC, consisting of (W) 678,428 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 502,037 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018). A Schedule 13G filed on December 26, 2017 reports sole voting and dispositive power over 1,180,465 shares.

(6)

Represents shares of Common Stock outstanding, issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: (a) 2,644,236 shares of Common Stock held by the Jack W. Schuler Living Trust, consisting of (W) 1,519,676 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 1,124,560 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of December 31, 2017); (b) 377,747 shares of Common Stock held by Schuler Grandchildren LLC, consisting of (W) 217,096 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 160,651 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (c) 377,747 shares of Common Stock held by the Tanya Eva Schuler Trust, consisting of (W) 217,096 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 160,651 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); (d) 377,747 shares of Common Stock held by the Therese Heidi Schuler Trust, consisting of (W) 217,096 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 160,651 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018); and (e) 377,747 shares of Common Stock held by the Schuler Grandchildren 2010 Continuation Trust, consisting of (W) 217,096 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 160,651 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018). Jack Schuler serves as sole trustee to the Jack W. Schuler Living Trust. Jack Schuler and the trust share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the shares held by the trust, and Jack Schuler may be deemed to beneficially own the shares held by the trust. George Schuler serves as sole trustee to the Tanya Eva Schuler Trust, Therese Heidi Schuler Trust, and the Schuler Grandchildren 2010 Continuation Trust and is the manager of Schuler Grandchildren LLC. In such capacities, George Schuler shares with each such entity the power to vote or to direct the vote, and

-30-

the power to dispose or to direct the disposition of, the shares held by the respective entity, and may be deemed to beneficially own the shares held by these entities.

(7)

Represents shares of Common Stock outstanding, issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: 1,416,555 shares of Common Stock held by 683 Capital Partners, LP consisting of (W) 814,112 shares of outstanding Common Stock, (X) zero shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018 and (Y) 602,443 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018). Ari Zweiman, being the Managing Member of 683 Capital Partners, LP, may be deemed to beneficially own or otherwise exercise dispositive powers with respect to the shares directly held by 683 Capital Partners, LP. A Schedule 13G filed March 16, 2018 reports shared voting and dispositive power over 1,416,555 shares.

(8)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: (a) 454,584 shares of Common Stock held by Dr. Mario, consisting of (W) 383,324 shares of outstanding Common Stock, (X) 17,485 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018, and (Y) 53,775 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018).

(9)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise options or warrants: 470,211 shares of Common Stock held by Dr. Bhatnagar, consisting of (W) 64,578 shares of outstanding Common Stock and (X) 405,633 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018.

(10)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: 33,167 shares of Common Stock held by Mr. Wondka, all of which are shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018. Mr. Wondka transitioned to Capnia on or about December 4, 2017.

(11)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of option or warrants: 5,139,899 shares of Common Stock held by Dr. Engleman, consisting of (W) the shares held by the Vivo V Funds, the BDF IV Funds and BDF II as set forth above in footnote 1, and (X) 5,068 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018. Dr. Engleman resigned from our Board of Directors effective December 31, 2017.

(12)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of option or warrants: 42,104 shares of Common Stock held by Dr. Engelsen, consisting of (W) 41,831 shares of outstanding Common Stock, (X) 273 shares of Common Stock issuable upon the exercise of warrants (assuming an exercise date of March 31, 2018). Dr. Engelsen resigned from our Board of Directors effective December 31, 2017.

(13)	Represents14,987 shares of Common Stock held by Dr. Kirnon. Dr. Kirnon resigned from our Board of Directors effective December 31, 2017.

(14)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: 27,650 shares of Common Stock held by Mr. Harris, consisting of (W) 19,184 shares of outstanding Common Stock and (X) 8,466 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018.

(15)	Represents 9,050 shares of Common Stock held by Mr. O’Toole. Mr. O’Toole resigned effective September 11, 2017.

(16)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of options or warrants: 19,544 shares of Common Stock held by Mr. Dalal, consisting of (W) 12,056 shares of outstanding Common Stock and (X) 7,498 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018.

(17)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of option or warrants: 29,232 shares of Common Stock held by Dr. Shah, consisting of (W) 28,066 shares of Common Stock and (X) 1,166 shares Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018.

-31-

(18)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of option or warrants: 1,514,891 shares of Common Stock held by Dr. Collinson, consisting of (W) the shares held by Forward Ventures V, LP as set forth above in footnote 2 and (X) 1,166 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018. Dr. Collinson joined our Board of Directors on March 7, 2017 and received his initial Board option grant on this date. Dr. Collinson transfers his stock awards to Forward Ventures pursuant to an agreement with Forward Ventures.

(19)

Represents shares of Common Stock outstanding or issuable within 60 days of March 31, 2018, upon the exercise of option or warrants: 1,473,973 shares of Common Stock held by Dr. Glasheen, consisting of (W) the shares held by Technology Partners as set forth above in footnote 3, (X) 9,351 shares outstanding of Common Stock and (Y) 1,166 shares of Common Stock subject to outstanding options that are vested and exercisable within sixty days of March 31, 2018. Dr. Glasheen joined our Board of Directors on March 7, 2017 and received his initial Board option grant on this date.

(20)	In total, 1,589,207 of these shares are attributable to options and warrants currently exercisable or exercisable within 60 days of March 31, 2018.

-32-

RELATED PERSON TRANSACTIONS

We describe below transactions and series of similar transactions that we were or will be a party to in which (i) an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our Common Stock or any member of the immediate family of any of the foregoing persons and (ii) the amount involved exceeds $120,000.

Other than as described below, there has not been, nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party.

Private Placement Common Stock Financing

On December 11, 2017, we entered into the Unit Purchase Agreement with certain stockholders pursuant to which we sold and issued 8,141,116 immediately separable units at a price per unit of $1.84 for aggregate gross proceeds of approximately $15,000,000. Each unit consisted of one share of our Common Stock and a warrant to purchase 0.74 of a share of our Common Stock at an exercise price of $2.00 per share, for an aggregate of 8,141,116 Shares and corresponding warrants to purchase 6,024,425 Warrant Shares, together referred to as the Resale Shares. We also granted certain registration rights to these stockholders pursuant to the Unit Purchase Agreement pursuant to which, among other things, we prepared and filed a registration statement with the SEC to register for resale the Resale Shares.

Certain members of our Board of Directors, including Drs. Engleman and Shah, are affiliates of the selling stockholders:

•

Entities affiliated with Vivo Ventures, which are affiliated with Drs. Engleman and Shah, purchased an aggregate of 1,085,480 shares of Common Stock in the 2017 PIPE Offering (approximately 13.3% of the shares of Common Stock issued in the 2017 PIPE Offering) and warrants to purchase an aggregate of 803,255 shares of Common Stock (approximately 13.3% of the warrants issued in the 2017 PIPE Offering for an aggregate investment of approximately $2 million).

Merger with Essentialis, Inc. and Common Stock Financing

On March 7, 2017, we entered into Common Stock purchase agreements, or the Common Stock Purchase Agreements, with certain new and existing investors who previously delivered non-binding indications of interest to us to participate in a financing of up to $8 million in connection with the Merger with Essentialis. Under the terms of the Common Stock Purchase Agreements, we agreed to sell to the purchasers, in a private placement, an aggregate of 1,666,666 shares of Common Stock, par value $0.001 per share, at a purchase price of $4.80 per share for gross proceeds of approximately $8 million, or the Concurrent Financing. The Concurrent Financing closed concurrently with the closing of the Merger on March 7, 2017. In accordance with the Merger Agreement, Company E Merger Sub, Inc. was merged with and into Essentialis, with Essentialis as the surviving corporation and wholly-owned subsidiary of us.

Under the terms of the Merger Agreement, in connection with the closing of the transactions contemplated by the Merger Agreement, the former holders of Essentialis stock received an aggregate of 3,788,388 shares of our Common Stock. At the closing, we held back an aggregate of 182,678 shares of Common Stock as partial recourse to satisfy indemnification claims made by us under the Merger Agreement, and such shares of Common Stock were issued to Essentialis stockholders on the one year anniversary of the closing (subject to the limitations set forth in the Merger Agreement). We are also obligated to issue an additional 913,389 shares of our Common Stock to Essentialis stockholders upon the achievement of a development milestone associated with Essentialis’ product. Following the issuance of the shares held back by us and assuming that we issue all of the shares of Common Stock upon the achievement of the development milestone, we would issue a total of 4,879,455 shares of Common Stock to Essentialis stockholders. Additionally, upon the achievement of certain

-33-

commercial milestones associated with the sale of Essentialis’ product in accordance with the terms of the Merger Agreement, we are obligated to make cash earnout payments of up to a maximum of $35 million to Essentialis stockholders. The merger consideration described above will be reduced by any such shares of our Common Stock issuable, or cash earnout payments payable, to Essentialis’ management carve-out plan participants and other service providers of Essentialis, in each case, in accordance with the terms of the Merger Agreement.

Certain members of our Board of Directors, including Drs. Engleman, Shah, Glasheen and Collinson, were affiliates to investors in the Concurrent Financing and stockholders of Essentialis entitled to a portion of the Merger consideration:

•

Entities affiliated with Vivo Ventures, which are affiliated with Drs. Engleman and Shah, purchased 282,092 shares of Common Stock in the Concurrent Financing (approximately 16.9% of the shares of Common Stock issued in the Concurrent Financing for an aggregate investment of $1,354,043.16) and received 1,165,563 shares (approximately 30.8% of the shares of Common Stock issued to Essentialis stockholders in the Merger at an aggregate value of $3,962,914.20). Additionally, Dr. Shah received an aggregate of $82,949.12 of the Merger consideration as a participant in Essentialis’ management carve-out plan.

•

Entities affiliated with Technology Partners, which is affiliated with Dr. Glasheen purchased 266,579 shares of Common Stock in the Concurrent Financing (approximately 16.0% of the shares of Common Stock issued in the Concurrent Financing) for an aggregate investment of $1,279,582.64 and received 1,143,558 shares (approximately 30.2% of the shares of Common Stock issued to Essentialis stockholders in the Merger) at an aggregate value of $3,888,097.20.

•

Entities affiliated with Forward Ventures, which is affiliated with Dr. Collinson purchased 284,661 shares of Common Stock in the Concurrent Financing (approximately 17.1% of the shares of Common Stock issued in the Financing) for an aggregate investment of $1,366,374.20 and received 1,165,684 shares (approximately 30.8% of the shares of Common Stock issued to Essentialis stockholders in the Merger) at an aggregate value of $3,963,325.60.

Indemnification Agreements

We have also entered into indemnification agreements with our directors and certain of our executive officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

Employment Agreements

We have entered into employment agreements with certain of our executive officers and directors relating to their hiring or separation. See the section titled and “Executive Compensation – Offer Letters and Employment Agreements”

Equity Issuances and Grants

We have granted stock options to our named executive officers and certain of our directors. See the section titled “Executive Compensation – 2015 Summary Compensation Table” for a description of these stock options and RSUs.

Policies and Procedures for Related Party Transactions

We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock and any members of the immediate family

-34-

of any of the foregoing persons are not permitted to enter into a related person transaction with us without the prior consent of our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our Common Stock or any member of the immediate family of any of the foregoing persons in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the material facts of the transaction, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

-35-

OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10 percent of our Common Stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during 2017, our directors, executive officers, and 10% stockholders complied with all Section 16(a) filing requirements applicable to them.

Available Information

Our financial statements for our fiscal year ended December 31, 2017 are included in our Annual Report on Form 10-K. This proxy statement and our Annual Report on Form 10-K are posted on the Investor Relations section of our website at www.soleno.life and are available from the SEC at its website at www.sec.gov.

Company Website

We maintain a website at www.soleno.life. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement, and references to our website address in this proxy statement are inactive textual references only.

* * *

The Board of Directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named on the enclosed proxy card will have discretion to vote the shares of Common Stock they represent in accordance with their own judgment on such matters.

It is important that your shares of Common Stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote over the Internet or by telephone as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

THE BOARD OF DIRECTORS

Redwood City, California

April 30, 2018

-36-

0 ⬛

SOLENO THERAPEUTICS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF SOLENO THERAPEUTICS, INC.

The undersigned hereby appoints Anish Bhatnagar as proxy and attorney-in-fact of the undersigned, with the power of substitution, and hereby authorizes him to represent and vote all shares of common stock of Soleno Therapeutics, Inc. (the “Company”) standing in the name of the undersigned on April 12, 2018, with all powers which the undersigned would possess if present at the 2018 Annual Meeting of Stockholders of the Company to be held on June 11, 2018 or at any adjournment or postponement thereof. Receipt of the Notice of the 2018 Annual Meeting of Stockholders and Proxy Statement and the 2017 Annual Report is hereby acknowledged.

(Continued and to be signed on the reverse side.)


⬛ 1.1		14475 ⬛

ANNUAL MEETING OF STOCKHOLDERS OF

SOLENO THERAPEUTICS, INC.

June 11, 2018

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

The Notice of Meeting, proxy statement and proxy card

are available at www.astproxyportal.com/ast/21758

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.


		i		Please detach along perforated line and mail in the envelope provided.		i

∎

20230000000000001000 9

061118

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ALL THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

FOR

AGAINST

ABSTAIN

1. To elect the following two Class I directors to serve until the 2021 Annual Meeting of stockholders or until their respective successors are duly elected and qualified:

2. To ratify the appointment of Marcum LLP as Soleno Therapeutics, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

☐

NOMINEES:

☐

FOR ALL NOMINEES

O Rajen Dalal

O Mahendra Shah, Ph.D

3. Transact any other business as may properly come before the meeting or any postponement or adjournment thereof.

☐

WITHHOLD AUTHORITY

FOR ALL NOMINEES

☐

FOR ALL EXCEPT

(See instructions below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. ☐

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

☐

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

∎

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

∎

ANNUAL MEETING OF STOCKHOLDERS OF

SOLENO THERAPEUTICS, INC.

June 11, 2018

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Annual Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

LOGO



		COMPANY NUMBER

		ACCOUNT NUMBER

The Notice of Meeting, proxy statement and proxy card are available at www.astproxyportal.com/ast/21758

i Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. i


⬛ 20230000000000001000 9								061118

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ALL THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

FOR

AGAINST

ABSTAIN

1. To elect the following two Class I directors to serve until the 2021 Annual Meeting of stockholders or until their respective successors are duly elected and qualified:

2. To ratify the appointment of Marcum
LLP as Soleno Therapeutics, Inc.’s independent
registered public accounting firm for the
fiscal year ending December 31, 2018.

☐

NOMINEES:

☐ FOR ALL NOMINEES

O Rajen Dalal

O Mahendra Shah, Ph.D

3. Transact any other business as may properly come before the meeting or
any postponement or adjournment thereof.

☐ WITHHOLD AUTHORITY

FOR ALL NOMINEES

☐ FOR ALL EXCEPT

(See instructions below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. ☐

☐

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

∎

Important Notice of Availability of Proxy Materials for the Stockholder Meeting of

SOLENO THERAPEUTICS, INC.

To Be Held On:

June 11, 2018 at 8:00 a.m.

1235 Radio Road, Suite 110, Redwood City, CA 94065


								COMPANY NUMBER
								ACCOUNT NUMBER
								CONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 06/01/18.

Please visit http://www.astproxyportal.com/ast/21758/, where the following materials are available for view:


				• Notice of Annual Meeting of Stockholders

				• Proxy Statement

				• Form of Electronic Proxy Card

				• Annual Report on Form 10-K

TO REQUEST MATERIAL:				TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers)

				E-MAIL: info@astfinancial.com
				WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials

TO VOTE:				ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.
				IN PERSON: You may vote your shares in person by attending the Annual Meeting.
				TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call.

				MAIL: You may request a card by following the instructions above.



1. To elect the following two Class I directors to serve until the 2021 Annual Meeting of stockholders or until their respective successors are duly elected and qualified:		2. To ratify the appointment of Marcum LLP as Soleno Therapeutics, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

NOMINEES:	Rajen Dalal	3. Transact any other business as may properly come before the meeting or any postponement or adjournment thereof.
	Mahendra Shah, Ph.D
		THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” ALL THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSAL 2.

Please note that you cannot use this notice to vote by mail.