8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 21, 2025

SOLENO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36593

77-0523891

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification Number)

100 Marine Pkwy, Suite 400

Redwood City, CA 94065

(Address of principal executive offices)

(650) 213-8444

(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

Common Stock, $0.001 par value

SLNO

NASDAQ

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Named Executive Officer Compensation

On January 21, 2025, the Board of Directors of Soleno Therapeutics, Inc., (the “Company”) following a review of the Company’s executive compensation program by its Compensation Committee and upon its recommendations, approved certain increases to the base salaries for fiscal year 2025, the payment of cash bonuses for fiscal year 2024 and certain equity awards for the Company’s named executive officers as follows:


Name and Principal Position	Fiscal Year 2025 Annual Base Salary(1)		Fiscal Year 2024 Cash Bonus Award		Options(2)		Restricted Stock Awards(3)
Anish Bhatnagar Chief Executive Officer	$	739,000	$	403,200		115,600		53,900
James Mackaness Chief Financial Officer	$	511,000	$	193,200		31,000		14,500
Patricia Hirano Senior Vice President of Regulatory Affairs	$	432,000	$	137,812		13,800		6,400

(1)	Effective as of January 1, 2025.

(2)

One forty-eighth (1/48^th) of the shares subject to the Option shall vest on the first anniversary of January 1, 2025 (the Vesting Commencement Date), and one forty-eighth (1/48th) of the remaining shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date.

(3)	Twenty-five percent (25%) of the RSU shares shall vest on each annual anniversary of December 15, 2024.

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: January 24, 2025

	By:	/s/ Anish Bhatnagar
		Anish Bhatnagar
		Chief Executive Officer

SEC Form 8-K filed by Soleno Therapeutics Inc.