8-K
SOLENO THERAPEUTICS INC false 0001484565 0001484565 2020-01-23 2020-01-23

 

 

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): January 23, 2020

 

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)

203 Redwood Shores Pkwy, Suite 500

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbols

 

Name of each exchange

on which registered

Common Stock, $0.001 par value

 

SLNO

 

NASDAQ

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Named Executive Officer Compensation

On January 23, 2020, the Board of Directors of Soleno Therapeutics, Inc., following a review of the Company’s executive compensation program by its Compensation Committee and recommendations, approved certain increases to the base salaries for fiscal year 2020, the payment of cash bonuses for fiscal year 2019 and certain refresh equity awards for certain named executive officers as follows:

Name and Principal Position

 

Fiscal Year 2020 Annual

Base Salary ($)(1)

 

Fiscal Year 2019 Cash

Bonus Award ($)

 

Restricted Stock Units

             

Anish Bhatnagar

Chief Executive Officer

 

$504,000

 

$82,250

 

381,000(2)

             

Kristen Yen

Vice President of Clinical Operations

 

$265,000

 

$21,875

 

55,500(2)

             

Patricia Hirano

Vice President of Regulatory Affairs

 

$300,000

 

$24,500

 

116,500(2)

  (1) Effective as of January 1, 2019
  (2) One fourth of the restricted stock units (“RSUs”) shall vest on January 23, 2021, and one fourth of the RSUs shall vest each anniversary thereafter, such that all of the shares will have vested as of January 23, 2024, subject to the executive’s continued service on each such date.


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: January 24, 2020

 

 

 

             

 

 

By:

 

/s/ Anish Bhatnagar

 

 

 

Anish Bhatnagar

 

 

 

Chief Executive Officer