Soleno Therapeutics Inc 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number: 001-36593 Soleno Therapeutics, Inc.(Exact name of registrant as specified in its charter) 77-0523891(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) 100 Marine Parkway, Suite 400Redwood City, California(Address of principal executive offices)94065(Zip Code)(650) 213-8444(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. As of April 30, 2026, there were 52,120,147 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding. SOLENO THERAPEUTICS, INC. TABLE OF CONTENTS PART I—FINANCIAL INFORMATION3Item 1. Financial Statements3Condensed Consolidated Balance Sheets (unaudited)3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)4Condensed Consolidated Statements of Stockholders’ Equity (unaudited)5Condensed Consolidated Statements of Cash Flows (unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3. Quantitative and Qualitative Disclosures About Market Risk26Item 4. Controls and Procedures26PART II—OTHER INFORMATION28Item 1. Legal Proceedings28Item 1A. Risk Factors28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds29Item 3. Defaults Upon Senior Securities29Item 4. Mine Safety Disclosures29Item 5. Other Information30Item 6. Exhibits30EXHIBIT INDEX31SIGNATURES31 Soleno Therapeutics, Inc.Condensed Consolidated Balance Sheets(in thousands, except share and per share data) Soleno Therapeutics, Inc.Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)(unaudited)(in thousands, except share and per share data) Soleno Therapeutics, Inc.Condensed Consolidated Statements of Cash Flows(unaudited)(in thousands) Soleno Therapeutics, Inc.March 31, 2026Notes to Condensed Consolidated Financial Statements(unaudited) Note 1. Overview Soleno Therapeutics, Inc. (the Company or Soleno) is a biopharmaceutical company developing novel therapeutics for thetreatment of rare diseases. The Company is incorporated in the State of Delaware and is headquartered in Redwood City,California.On March 26, 2025, the Company announced that its lead product candidate, VYKATTMXR (diazoxide choline) extended-release tablets, formerly known as DCCR, had been approved by the U.S. Food and Drug Administration (FDA). VYKAT XR is indicatedto treat hyperphagia in adults and pediatric patients four years of age and older with Prader-Willi syndrome (PWS). On April 14,2025, the Company announced that prescriptions of VYKAT XR had been delivered to the first individuals living with PWS whohad been prescribed the medication and began recognizing revenue from the sales of VYKAT XR during the three months endedJune 30, 2025. On April 6, 2026, the Company announced that it had entered into an Agreement and Plan of Merger (the MergerAgreement) with Neurocrine Biosciences, Inc. (Neurocrine) and Sigma Merger Sub, Inc. (Merger Sub) on April 5, 2026, pursuantto which Neurocrine, through Merger Sub, agreed to commence a cash tender offer (the Offer) to purchase all of the issued andoutstanding shares of the common stock of the Company at a price per share of $53.00 per share. The Offer commenced on April20, 2026 and is expected to close during the three months ending June 30, 2026, pursuant to the terms of the Merger Agreement,with the result being the Company becoming a wholly-owned subsidiary of Neurocrine. Note 2. Liquidity The Company generated $26.0 million of net cash from its operating activities, had a net income of $31.4 million durin