Soleno Therapeutics, Inc.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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834203309
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(Cusip Number)
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Jack W. Schuler
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
(224) 880-1210
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
November 4, 2022**
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 834203309
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1
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NAMES OF REPORTING PERSONS
Jack W. Schuler
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 145,207 Shares (as defined in Item
1) and hold certain warrants currently exercisable for up to an aggregate of 276,769 Shares, together representing aggregate beneficial ownership of 4.99% of the class of Shares outstanding. The reporting person on this cover page,
however, is a beneficial owner only of the securities reported by it on this cover page.
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||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS (See Instructions)
OO
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||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
421,976 1
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||
9
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SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
421,976 1
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||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,976 1
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||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99% 2
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||
14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 834203309
|
1
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NAMES OF REPORTING PERSONS
Jack W. Schuler Living Trust
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 145,207 Shares (as defined in Item
1) and hold certain warrants currently exercisable for up to an aggregate of 276,769 Shares, together representing aggregate beneficial ownership of 4.99% of the class of Shares outstanding. The reporting person on this cover page,
however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
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SEC USE ONLY
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||
4
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SOURCE OF FUNDS (See Instructions)
WC
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
10,103 1
|
||
9
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SOLE DISPOSITIVE POWER
0
|
||
10
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SHARED DISPOSITIVE POWER
10,103 1
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,103 1
|
||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12% 2
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||
14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 834203309
|
1
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NAMES OF REPORTING PERSONS
Schuler Education Foundation
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [
]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 145,207 Shares (as defined in Item
1) and hold certain warrants currently exercisable for up to an aggregate of 276,769 Shares, together representing aggregate beneficial ownership of 4.99% of the class of Shares outstanding. The reporting person on this cover page,
however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
411,873 1
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
411,873 1
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,873 1
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.88% 2
|
||
14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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(a)
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This Schedule 13D is being filed by Jack W. Schuler (“Mr. Schuler”), the Jack W. Schuler Living Trust (the “Trust”), and the Schuler Education Foundation (the “Foundation”). Mr. Schuler, the Trust, and the Foundation are together referred to herein as the “Reporting
Persons.”
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(b)
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The address of the principal business office of each of the Reporting Persons is 100 N Field Drive Suite 360, Lake
Forest, IL 60045.
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(c)
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Each of Mr. Schuler and the Trust is principally engaged in the business of investing in securities. The Foundation
is a tax-exempt private operating foundation.
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(d)
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During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
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(f)
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Mr. Schuler is a citizen of the United States. Each of the Trust and the Foundation is organized under the laws of
the State of Illinois.”
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page
hereto for Mr. Schuler is incorporated herein by reference. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 8,168,788 Shares outstanding as of May 4, 2023, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the “SEC”)
on May 9, 2023.
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(c)
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None.
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(d)
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The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the
Shares that it has the right to acquire upon the exercise of 2018 Warrants. The Foundation has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Shares held by it and the
Shares that it has the right to acquire upon the exercise of 2022 Warrants. Mr. Schuler is the sole trustee of the Trust and the President of the Foundation.
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(e)
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As of May 24, 2023, each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of
securities.
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for the Trust is incorporated herein by reference.
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(c)
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None.
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(d)
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The Trust has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the
Shares that it has the right to acquire upon the exercise of 2018 Warrants. Mr. Schuler is the sole trustee of the Trust.
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(e)
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As of May 24, 2023, each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of
securities.
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(a),(b)
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The information set forth in Rows 7 through 13 of the cover page hereto for the Foundation is incorporated herein by reference.
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(c)
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The dates, number of Shares involved and the price per Share (excluding commissions) for all transactions in the Shares by the
Foundation in the past 60 days are set forth on Schedule G hereto and are incorporated herein by reference. All of such transactions were open-market transactions.
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(d)
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The Foundation has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of,
the Shares held by it and the Shares that it has the right to acquire upon the exercise of 2022 Warrants. Mr. Schuler is the President of the Foundation.
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(e)
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As of May 24, 2023, each of the Reporting Persons has ceased to be a beneficial owner of more than five percent of the class of
securities.
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/s/ Jack W. Schuler
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Jack W. Schuler
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Jack W. Schuler Living Trust
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/s/ Jack W. Schuler
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By Jack W. Schuler, Sole Trustee
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Schuler Education Foundation
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/s/ Jack W. Schuler
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By Jack W. Schuler, President
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1.
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Joint Acquisition Statement Pursuant to Section 240.13d-1(k),
dated May 26, 2023
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2.
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Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on
December 13, 2017)*
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3.
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Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on
December 13, 2017)*
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4.
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Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on
December 19, 2018)*
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5.
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Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on
December 19, 2018)*
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6.
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Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Issuer
on March 30, 2022)*
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/s/ Jack W. Schuler
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Jack W. Schuler
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Jack W. Schuler Living Trust
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/s/ Jack W. Schuler
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By Jack W. Schuler, Sole Trustee
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Schuler Education Foundation
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/s/ Jack W. Schuler
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By Jack W. Schuler, President
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TRADE DATE
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NO. OF SHARES PURCHASED (P) OR SOLD (S)
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PRICE PER SHARE ($)
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10/13/2022
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400 (S)
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$1.52
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10/26/2022
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8,842 (S)
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$1.26
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10/27/2022
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9,100 (S)
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$1.16
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10/28/2022
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10,000 (S)
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$1.08
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10/31/2022
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10,000 (S)
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$1.00
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11/1/2022
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10,000 (S)
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$0.99
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11/2/2022
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10,000 (S)
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$0.97
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11/3/2022
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10,000 (S)
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$1.01
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11/4/2022
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10,000 (S)
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$0.99
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TRADE DATE
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NO. OF SHARES PURCHASED (P) OR SOLD (S)
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PRICE PER SHARE ($)
|
11/7/2022
|
10,000 (S)
|
$0.99
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11/8/2022
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10,000 (S)
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$0.99
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11/9/2022
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10,000 (S)
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$0.94
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11/14/2022
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10,000 (S)
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$1.07
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11/15/2022
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10,000 (S)
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$1.09
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11/16/2022
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116,882 (S)
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$1.26
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TRADE DATE
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NO. OF SHARES PURCHASED (P) OR SOLD (S)
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PRICE PER SHARE ($)
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11/17/2022
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11,442 (S)
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$1.15
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11/18/2022
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28,474 (S)
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$1.15
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11/21/2022
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14,531 (S)
|
$1.13
|
11/22/2022
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10,000 (S)
|
$1.07
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11/23/2022
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10,400 (S)
|
$1.11
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11/25/2022
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10,000 (S)
|
$1.07
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TRADE DATE
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NO. OF SHARES PURCHASED (P) OR SOLD (S)
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PRICE PER SHARE ($)
|
11/28/2022
|
10,000 (S)
|
$1.05
|
11/29/2022
|
10,000 (S)
|
$1.01
|
11/30/2022
|
10,000 (S)
|
$0.99
|
12/1/2022
|
10,000 (S)
|
$1.03
|
12/2/2022
|
10,000 (S)
|
$1.00
|
12/5/2022
|
10,000 (S)
|
$0.97
|
12/6/2022
|
10,000 (S)
|
$0.99
|
12/7/2022
|
10,000 (S)
|
$0.96
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TRADE DATE
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NO. OF SHARES PURCHASED (P) OR SOLD (S)
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PRICE PER SHARE ($)
|
12/8/2022
|
10,000 (S)
|
$0.93
|
12/9/2022
|
10,000 (S)
|
$0.91
|
12/12/2022
|
10,000 (S)
|
$0.90
|
12/13/2022
|
10,000 (S)
|
$0.90
|
12/14/2022
|
10,000 (S)
|
$0.91
|
12/15/2022
|
6,595 (S)
|
$0.88
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TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
2/15/2023
|
16,047 (S)
|
$1.97
|
2/16/2023
|
1,326 (S)
|
$1.94
|
2/17/2023
|
16,061 (S)
|
$1.92
|
TRADE DATE
|
NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
2/21/2023
|
1,238 (S)
|
$1.91
|
2/22/2023
|
1,500 (S)
|
$1.91
|
2/23/2023
|
9,233 (S)
|
$1.93
|
2/24/2023
|
7 (S)
|
$1.92
|
2/27/2023
|
30,951 (S)
|
$1.91
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TRADE DATE
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NO. OF SHARES PURCHASED (P) OR SOLD (S)
|
PRICE PER SHARE ($)
|
5/9/2023
|
15,200 (S)
|
$4.37
|
5/10/2023
|
22,663 (S)
|
$4.18
|
5/11/2023
|
700 (S)
|
$4.20
|
5/12/2023
|
3,961 (S)
|
$4.20
|
5/15/2023
|
503 (S)
|
$4.20
|
5/19/2023
|
88,830 (S)
|
$4.64
|
5/22/2023
|
58,467 (S)
|
$5.14
|
5/23/2023
|
17,811 (S)
|
$5.52
|
5/24/2023
|
56,662 (S)
|
$5.50
|