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): June 11, 2018
SOLENO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36593 | 77-0523891 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification Number) |
1235 Radio Rd #110
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)) |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 11, 2018, Soleno Therapeutics, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders. Of the 19,766,613 shares of common stock outstanding as of April 12, 2018, the record date, 16,355,467 shares of common stock were represented at the meeting in person or by proxy, constituting 82.74% of the outstanding shares of common stock entitled to vote and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the following items at the Meeting:
| 1. | To elect two Class I directors to serve until the 2021 Annual Meeting of stockholders or until their respective successors are duly elected and qualified; and |
| 2. | To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. |
Proposal One – Election of Directors
The table below presents the voting results of the election of the two Class I directors to the Company’s Board of Directors by the Company’s stockholders:
| Nominee |
Votes For | Votes Withheld |
Percent of Voted |
Broker Non-Votes |
||||||||||||
| Rajen Dalal |
14,507,871 | 39,002 | 88.70 | % | 1,808,594 | |||||||||||
| Mahendra Shah, Ph.D |
14,499,651 | 47,222 | 88.65 | % | 1,808,594 | |||||||||||
Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 by the following votes:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||
| 13,853,947 |
42,259 | 2,459,261 | 0 |
2
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: June 15, 2018 | By: /s/ Jonathan Wolter | |||||
| Jonathan Wolter, | ||||||
| Chief Financial Officer | ||||||