Soleno Therapeutics Inc美股招股说明书(2025-07-11版)

2,352,941 Shares Common Stock We are offering 2,352,941 shares of our common stock, par value $0.001 per share. Our common stock is listed on the Nasdaq Capital Market under the symbol “SLNO.” The last reported sale price of our commonstock on the Nasdaq Capital Market on July9, 2025 was $88.49 pershare. Investing in our common stock involves a high degree of risk. You should carefully read and consider the risk factorsunder the heading “Risk Factors” beginning on pageS-8of this prospectus supplement and the information included andincorporated by reference in this prospectus supplement and the accompanying prospectus before investing in our commonstock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement and the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Public offering price (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting” beginningon pageS-21for a description of the compensation payable to the underwriters. The underwriters have the option to purchase up to 352,941 additional shares of our common stock from us. If the underwritersexercise the option in full, the total underwriting discounts and commissions payable by us will be $13,799,998, and the total proceeds tous, before expenses, will be $216,199,972. The underwriters expect to deliver the shares against payment in New York, New York on or about July11, 2025. Joint Book-Running Managers Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKINGSTATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of a registration statement on FormS-3(FileNo.333-276344)that we filed on January2, 2024 with theSecurities and Exchange Commission (SEC) using a “shelf” registration process and it contains two parts. The first part is this prospectussupplement, which describes the specific terms of this offering and also supplements and updates information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. The second part is the accompanying prospectus, which provides more general information, some of which may not apply tothis offering. If the information contained in this prospectus supplement differs or varies from the information contained in theaccompanying prospectus, you should rely on the information set forth in this prospectus supplement. We have not, and the underwriters have not, authorized anyone to provide you with information or to make any representation otherthan the information and representations contained or incorporated by reference in this prospectus supplement and the accompanyingprospectus and the documents incorporated by reference herein and therein, along with the information contained in any permitted freewriting prospectuses we have authorized for use in connection with this offering. We take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales arepermitted. For investors outside the United States: we have not, and the underwriters have not, done anything that would permit thisoffering or possession or distribution of this prospectus supplement, the accompanying prospectus and in any free writing prospectus thatwe have authorized for use in connection with this offering in any jurisdiction where action for that purpose is required, other than in theUnited States. Persons outside the United States who come into possession of this prospectus supplement, the accompanying prospectusand any free writing prospectus that we have authorized for use in connection with this offering must inform themselves about, andobserve any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus supplement, theaccompanying prospectus and any free writing prospectus that we have authorized for use in connection with th