8-K
SOLENO THERAPEUTICS INC (SLNO)
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 25, 2023
SOLENO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36593 | 77-0523891 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File No.) | (IRS Employer<br> <br>Identification Number) |
203 Redwood Shores Pkwy, Suite 500
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<br> <br>symbols | Name of each exchange<br> <br>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 25, 2023, 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 recommendations, approved certain increases to the base salaries for fiscal year 2023, the payment of cash bonuses for fiscal year 2022 and certain equity awards for certain named executive officers as follows:
| Name and Principal Position | Fiscal Year 2023 AnnualBase Salary ()(1) | Fiscal Year 2022 CashBonus Award () | Options^(2)^ | ||
|---|---|---|---|---|---|
| Anish Bhatnagar<br> <br>Chief Executive Officer | ^(3)^ | 115,000 | |||
| James Mackaness<br> <br>Chief Financial Officer | 30,000 | ||||
| Patricia Hirano<br> <br>Vice President of Regulatory Affairs | 20,000 | ||||
| Kristen Yen<br> <br>Vice President of Clinical Operations | 20,000 |
All values are in US Dollars.
| (1) | Effective as of January 1, 2023. |
|---|---|
| (2) | One forty-eighth (1/48th) of the shares subject to the Option shall vest on the first month anniversary of January 1, 2023 (the Vesting Commencement Date), and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date. |
| --- | --- |
| (3) | No change from Fiscal Year 2022 Annual Base Salary. |
| --- | --- |
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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 30, 2023 | ||
| By: | /s/ Anish Bhatnagar | |
| Anish Bhatnagar | ||
| Chief Executive Officer |
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