UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification Number) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbols |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.02 | Termination of a Material Definitive Agreement. |
On September 26, 2023, Soleno Therapeutics, Inc. (the “Company”), provided notice to Cantor Fitzgerald & Co. (“Cantor”) of its election to terminate the Controlled Equity Offering Sales Agreement between them dated July 16, 2021 (the “Sales Agreement”). Cantor waived the termination notice period provided under the Sales Agreement such that the termination was effective immediately. Following such termination, the Company may not sell any further shares of its common stock under the Sales Agreement.
A description of the Sales Agreement is included in the Company’s Current Report on Form 8-K filed on July 16, 2021 (the “Announcement 8-K”), which is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 1.1 to the Announcement 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
Termination of “At-the-Market” Offering Prospectus Supplement
Pursuant to the Sales Agreement, the Company previously filed a prospectus supplement (as most recently amended on June 2, 2023, the “ATM Prospectus Supplement”) pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $8,878,028 through Cantor as the sales agent. As of the date of this report, the Company has sold shares of common stock having an aggregate offering price of $7,672,736.86 under the ATM Prospectus Supplement. Effective as of the date of this report, the Company has terminated the ATM Prospectus Supplement and the ATM offering and the Company will not make any sales of common stock under the ATM offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLENO THERAPEUTICS, INC. | ||||||
| Date: September 27, 2023 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||
3
Document and Entity Information |
Sep. 26, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SOLENO THERAPEUTICS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001484565 |
| Document Type | 8-K |
| Document Period End Date | Sep. 26, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36593 |
| Entity Tax Identification Number | 77-0523891 |
| Entity Address, Address Line One | 203 Redwood Shores Pkwy |
| Entity Address, Address Line Two | Suite 500 |
| Entity Address, City or Town | Redwood City |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94065 |
| City Area Code | (650) |
| Local Phone Number | 213-8444 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | SLNO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
&PO7W)E;',O=V]R:V)O M;VLN>&UL+G)E;'-02P$"% ,4 " #ZBCM799!YDAD! #/ P $P M @ &]$@ 6T-O;G1E;G1?5'EP97-=+GAM;%!+!08 "0 ) #X" ( '% ! end