UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2019
or
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-36593
SOLENO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
77-0523891 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
203 Redwood Shores Parkway, Suite 500,
Redwood 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:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common Stock, $0.001 par value |
SLNO |
NASDAQ |
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 of 1934 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 filing requirements 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 405 of 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
Non-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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 1, 2019, there were 44,658,054 shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.
This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to our Form 10-Q for the quarter ended September 30, 2019 initially filed with the Securities and Exchange Commission on November 13, 2019 (the “Original Form 10-Q”), is being filed solely to correct an error made when formatting the table of Condensed Consolidated Statement of Stockholders’ Equity for the nine-month period ended September 30, 2018 in preparation for financial printing.
No other changes have been made to the Original Form 10-Q and this Form 10-Q/A does not reflect any subsequent events occurring after the filing of the Original Form 10-Q or modify or update any other disclosures made in the Original Form 10-Q.
2
Soleno Therapeutics, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2018
(unaudited)
(In thousands except share data)
|
|
|
Series B Convertible Preferred Stock |
|
|
Common Stock |
|
|
Additional Paid-In |
|
|
Accumulated |
|
|
Total Stockholders’ |
|
|||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
|||||||
|
Balances at January 1, 2018 |
|
|
4,571 |
|
|
$ |
— |
|
|
|
19,238,972 |
|
|
$ |
19 |
|
|
$ |
140,495 |
|
|
$ |
(113,697 |
) |
|
$ |
26,817 |
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
|
|
|
|
200 |
|
|
Issuance of common stock on conversion of series B convertible preferred shares |
|
|
(1,000 |
) |
|
|
(— |
) |
|
|
200,000 |
|
|
|
1 |
|
|
|
— |
|
|
|
|
|
|
|
1 |
|
|
Issuance of restricted common stock for bonuses |
|
|
|
|
|
|
|
|
|
|
99,217 |
|
|
|
— |
|
|
|
159 |
|
|
|
|
|
|
|
159 |
|
|
Issuance of common stock to board members in lieu of cash payments for quarterly board fees |
|
|
|
|
|
|
|
|
|
|
49,519 |
|
|
|
— |
|
|
|
82 |
|
|
|
|
|
|
|
82 |
|
|
Transaction costs for the 2017 PIPE common stock and warrant issuance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(203 |
) |
|
|
|
|
|
|
(203 |
) |
|
Issuance of common stock held back on acquisition of Essentialis |
|
|
|
|
|
|
|
|
|
|
180,667 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,804 |
) |
|
|
(3,804 |
) |
|
Balances at March 31, 2018 |
|
|
3,571 |
|
|
|
— |
|
|
|
19,768,375 |
|
|
|
20 |
|
|
|
140,733 |
|
|
|
(117,501 |
) |
|
|
23,252 |
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199 |
|
|
|
|
|
|
|
199 |
|
|
Issuance of common stock on conversion of series B convertible preferred shares |
|
|
(3,571 |
) |
|
|
(— |
) |
|
|
714,200 |
|
|
|
— |
|
|
|
(1 |
) |
|
|
|
|
|
|
(1 |
) |
|
Issuance of common stock to board members in lieu of cash payments for quarterly board fees |
|
|
|
|
|
|
|
|
|
|
27,925 |
|
|
|
— |
|
|
|
54 |
|
|
|
|
|
|
|
54 |
|
|
Transaction costs for the 2017 PIPE common stock and warrant issuance. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203 |
|
|
|
|
|
|
|
203 |
|
|
Issuance of common stock held back on acquisition of Essentialis |
|
|
|
|
|
|
|
|
|
|
903,367 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
|
|
|
|
— |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,058 |
) |
|
|
(7,058 |
) |
|
Balances at June 30, 2018 |
|
|
— |
|
|
|
— |
|
|
|
21,413,867 |
|
|
|
21 |
|
|
|
141,187 |
|
|
|
(124,559 |
) |
|
|
16,649 |
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231 |
|
|
|
|
|
|
|
231 |
|
|
Issuance of common stock to board members in lieu of cash payments for quarterly board fees |
|
|
|
|
|
|
|
|
|
|
21,374 |
|
|
|
— |
|
|
|
61 |
|
|
|
|
|
|
|
61 |
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,736 |
) |
|
|
(2,736 |
) |
|
Balances at September 30, 2018 |
|
|
— |
|
|
$ |
— |
|
|
|
21,435,241 |
|
|
$ |
21 |
|
|
$ |
141,479 |
|
|
$ |
(127,295 |
) |
|
$ |
14,205 |
|
3
Item 6. Exhibits
EXHIBIT INDEX
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Incorporated by Reference from |
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Exhibit Number |
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Description of Document |
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Registrant’s Form |
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Date Filed with the SEC |
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Exhibit Number |
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Filed Herewith |
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31.1 |
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10-Q |
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November 13, 2019 |
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31.1 |
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31.2 |
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10-Q |
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November 13, 2019 |
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31.2 |
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32.1 |
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10-Q |
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November 13, 2019 |
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32.1 |
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32.2 |
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10-Q |
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November 13, 2019 |
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32.2 |
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101.INS |
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XBRL Instance Document. |
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X |
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101.SCH |
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XBRL Taxonomy Extension Schema Document. |
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X |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document. |
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X |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document. |
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X |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document. |
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X |
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4
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, thereunto duly authorized.
|
Date: November 18, 2019 |
SOLENO THERAPEUTICS, INC. |
|
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By: |
/s/ Anish Bhatnagar |
|
|
|
Anish Bhatnagar Chief Executive Officer (Principal Executive Officer) |
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Date: November 18, 2019 |
By: |
/s/ James Mackaness |
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James Mackaness Chief Financial Officer (Principal Financial and Accounting Officer) |
5