Soleno Therapeutics Inc 2025年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☐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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒The aggregate market value of stock held by non-affiliates of the registrant on June 30, 2025, based on the closing price of $83.78 for shares of the registrant’s Common Stock as reported by the Nasdaq Capital Market, was approximately $4.1 billion. Shares of Common Stock held by each executive officer, director and beneficial holder of 5% or more of theoutstanding Common Stock have been excluded in that such persons may be deemed affiliates.As of February 19, 2026, there were 51,624,384 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 2026 Annual Meeting ofStockholders, to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2025. Except with respect to information specifically incorporated byreference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. Soleno Therapeutics, Inc.Annual Report on Form 10-KFor the Year Ended December 31, 2025 INDEX PART I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities56Item 6[Reserved]59Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operation60Item 7AQuantitative and Qualitative Disclosures About Market Risk69Item 8Financial Statements and Supplementary Data70Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure105Item 9AControls and Procedures105Item 9BOther Information109Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections109 PART III Item 10Directors, Executive Officers and Corporate Governance110Item 11Executive Compensation110Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters110Item 13Certain Relationships and Related Transactions, and Director Independence110Item 14Principal Accounting Fees and Services110 PART IV SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The following discussion and analysis should be read in conjunction with our audited consolidated financial statements andthe related notes that appear elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,particularly in Part I, Item 1: “Business,” Part I, Item 1A: “Risk Factors” and Part 2, Item 7: “Management’s Discussion andAnalysis of Financial Condition and Results of Operations