SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Vivo Opportunity, LLC (Last) (First) (Middle) 192 LYTTON AVENUE (Street) PALO ALTO, CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/08/2023	3. Issuer Name and Ticker or Trading Symbol SOLENO THERAPEUTICS INC [ SLNO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Tranche A Warrants (right to buy)	(1)	(1)	Common Stock	3,203,093	1.75	I	By Vivo Opportunity Fund Holdings, L.P.(2)
Tranche B Warrants (right to buy)	(3)	(3)	Common Stock	5,215,000	2.5	I	By Vivo Opportunity Fund Holdings, L.P.(2)

1. Name and Address of Reporting Person* Vivo Opportunity, LLC (Last) (First) (Middle) 192 LYTTON AVENUE (Street) PALO ALTO, CA 94301 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vivo Opportunity Fund Holdings, L.P. (Last) (First) (Middle) 192 LYTTON AVENUE (Street) PALO ALTO, CA 94301 (City) (State) (Zip)

Explanation of Responses:

1. The Tranche A Warrants are immediately exercisable and expire upon the earlier of (i) November 8, 2026 or (ii) 30 days of announcement of positive top-line data from the randomized withdrawal period of the Issuer's Study C602, an open-label extension study pertaining to Diazoxide Choline Extended-Release tablets (DCCR) for the treatment of Prader-Willi syndrome (PWS). Notwithstanding the foregoing, the exercise of such Warrants is subject to a 19.99% beneficial ownership blocking provision, which will terminate upon approval of the Issuer's stockholders of the issuance of shares underlying such Warrants.

2. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P., the record holder of the securities. Vivo Opportunity, LLC disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. The Tranche B Warrants are immediately exercisable and expire upon the earlier of (i) November 8, 2026 or (ii) 30 days following receipt of Food and Drug Administration's marketing approval of DCCR for the treatment of PWS. Notwithstanding the foregoing, the exercise of such Warrants is subject to a 19.99% beneficial ownership blocking provision, which will terminate upon approval of the Issuer's stockholders of the issuance of shares underlying such Warrants.

	VIVO OPPORTUNITY, LLC, By: /s/ Gaurav Aggarwal	05/15/2023
	VIVO OPPORTUNITY FUND HOLDINGS, L.P, By: Vivo Opportunity, LLC, its general partner, By: /s/ Gaurav Aggarwal	05/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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