SOLENO THERAPEUTICS INC false 0001484565 0001484565 2023-08-08 2023-08-08





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 8, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-36593   77-0523891
(State or other jurisdiction
of incorporation)
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




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 2.02

Results of Operations and Financial Conditions

On August 8, 2023, Soleno Therapeutics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


ITEM 9.01

Financial Statements and Exhibits

(d)    Exhibits





99.1    Press release issued by Soleno Therapeutics, Inc. dated August 8, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.


Date: August 8, 2023    

/s/ Anish Bhatnagar

      Anish Bhatnagar
      Chief Executive Officer

Exhibit 99.1



Soleno Therapeutics Provides Corporate Update and Reports Second Quarter 2023 Financial Results

REDWOOD CITY, Calif., August 8, 2023 – Soleno Therapeutics, Inc. (Soleno) (NASDAQ: SLNO), a clinical-stage biopharmaceutical company developing novel therapeutics for the treatment of rare diseases, today provided a corporate update and reported financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 and Recent Corporate Highlights



Completed enrollment in the randomized withdrawal period of Study C602, a long-term treatment study of DCCR (Diazoxide Choline) Extended-Release tablets for the treatment of Prader-Willi syndrome (PWS).



Top-line data expected around the end of third quarter 2023.



Received $10 million in connection with closing of December 2022 Securities Purchase Agreement (SPA) for up to $60 million with Nantahala Capital Management, Abingworth and Vivo Capital, triggered by announcement of enrollment completion.

“We are eagerly awaiting top-line results from the fully-enrolled randomized withdrawal period of Study C602, which remain on track for the third quarter of 2023,” said Anish Bhatnagar, M.D., Chief Executive Officer of Soleno Therapeutics. “If successful, results have the potential to support a planned New Drug Application (NDA) submission to the U.S. Food and Drug Administration (FDA). We continue to believe in the significant potential of DCCR as an effective and safe therapy for patients with PWS.”

Financial Results

Soleno’s current research and development efforts are primarily focused on advancing its lead product candidate, DCCR, for the treatment of PWS, through late-stage clinical development.

Second Quarter 2023 Financial Results

As of June 30, 2023, Soleno had cash and cash equivalents of approximately $19.4 million, which includes $10 million received during the quarter from the sale of warrants pursuant to the terms of the SPA. The warrants issued during the quarter are immediately exercisable for up to an additional $50 million of gross proceeds to the Soleno; $15 million are required to be exercised within 30 days of the announcement of positive top-line data and $35 million of the warrants will expire if not exercised within 30 days of receipt of FDA approval of DCCR for the treatment of PWS.

Research and development expenses for the three and six months ended June 30, 2023, were $5.1 million and $10.5 million, compared to $3.7 million and $7.7 million for the same periods of 2022. Soleno’s research and development expenditures will fluctuate depending upon the state of its clinical programs and the timing of CMC costs and other projects necessary to support the submission of an NDA.



General and administrative expenses for the three and six months ended June 30, 2023, were $3.2 million and $6.0 million, compared to $2.5 million and $5.1 million for the same periods of 2022. The increase was mainly attributable to an increase in stock-based compensation and professional services expenses.

Soleno is obligated to make cash payments of up to a maximum of $21.2 million to the former Essentialis stockholders upon the achievement of certain future commercial milestones associated with the sales of DCCR in accordance with the terms of Soleno’s merger agreement with Essentialis. The fair value of the liability for the contingent consideration payable by us was estimated to be $9.4 million as of June 30, 2023, a $0.3 million increase from the estimate as of March 31, 2023.

Total other income was $0.15 million and $0.26 in the three and six months ended June 30, 2023, compared to other income of $0.05 million and $0.10 million for the same periods of 2022. The increase was primarily due to an increase in interest income during the three and six months ended June 30, 2023 compared to the same periods of 2022.

Net loss for the three and six months ended June 30, 2023, was $8.5 million and $16.8 million, or a net loss of $0.81 and $1.69 per basic and diluted share, compared to $6.7 million and $12.4 million, or $0.72 and $1.69 per basic and diluted share, for the same periods in 2022.

About PWS

The Prader-Willi Syndrome Association USA estimates that PWS occurs in one in every 15,000 live births in the U.S. The hallmark symptom of this disorder is hyperphagia, a chronic feeling of insatiable hunger that severely diminishes the quality of life for PWS patients and their families. Additional characteristics of PWS include behavioral problems, cognitive disabilities, low muscle tone, short stature (when not treated with growth hormone), the accumulation of excess body fat, developmental delays, and incomplete sexual development. Hyperphagia can lead to significant morbidities (e.g., obesity, diabetes, cardiovascular disease) and mortality (e.g., stomach rupture, choking, accidental death due to food seeking behavior). In a global survey conducted by the Foundation for Prader-Willi Research, 96.5% of respondents (parent and caregivers) rated hyperphagia and 92.9% rated body composition as either the most important or a very important symptom to be relieved by a new medicine. There are currently no approved therapies to treat the hyperphagia/appetite, metabolic, cognitive function, or behavioral aspects of the disorder. Diazoxide choline has received Orphan Drug Designation for the treatment of PWS in the U.S. and E.U., and Fast Track Designation in the U.S.

About DCCR (Diazoxide Choline) Extended-Release Tablets

DCCR is a novel, proprietary extended-release dosage form containing the crystalline salt of diazoxide and is administered once-daily. The parent molecule, diazoxide, has been used for decades in thousands of patients in a few rare diseases in neonates, infants, children and adults,



but has not been approved for use in PWS. Soleno conceived of and established extensive patent protection on the therapeutic use of diazoxide and DCCR in patients with PWS. The DCCR development program is supported by data from five completed Phase 1 clinical studies in healthy volunteers and three completed Phase 2 clinical studies, one of which was in PWS patients. In the PWS Phase 3 study, DCCR showed promise in addressing hyperphagia, the hallmark symptom of PWS, as well as several other symptoms such as aggressive/destructive behaviors, fat mass and other metabolic parameters.

About Soleno Therapeutics, Inc.

Soleno is focused on the development and commercialization of novel therapeutics for the treatment of rare diseases. The company’s lead candidate, DCCR extended-release tablets, a once-daily oral tablet for the treatment of Prader-Willi syndrome (PWS), is currently being evaluated in a Phase 3 clinical development program. For more information, please visit www.soleno.life.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements regarding the closing of the warrant financing under the Securities Purchase Agreement, the receipt of top-line data from the randomized withdrawal period, and the timing of any regulatory process or ultimate approvals and determining a path forward for DCCR for the treatment of PWS. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties associated with market conditions, as well as risks and uncertainties inherent in Soleno’s business, including those described in the company’s prior press releases and in the periodic reports it files with the SEC. The events and circumstances reflected in the company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Corporate Contact:

Brian Ritchie

LifeSci Advisors, LLC




Soleno Therapeutics, Inc.

Condensed Consolidated Balance Sheets

(In thousands except share and per share data)


     June 30,
    December 31,



Current assets


Cash and cash equivalents

   $ 19,368     $ 14,602  

Prepaid expenses and other current assets

     1,130       1,045  







Total current assets

     20,498       15,647  

Long-term assets


Property and equipment, net

     19       26  

Operating lease right-of-use assets

     541       131  

Intangible assets, net

     9,721       10,693  

Other long-term assets

     165       —    







Total assets

   $ 30,944     $ 26,497  







Liabilities and stockholders’ equity


Current liabilities


Accounts payable

   $ 3,442     $ 1,777  

Accrued compensation

     1,165       1,675  

Accrued clinical trial site costs

     3,466       3,222  

Operating lease liabilities - current

     212       155  

Other current liabilities

     513       484  







Total current liabilities

     8,798       7,313  

Long-term liabilities


2018 PIPE Warrant liability

     —         1  

Operating lease liabilities - noncurrent

     273       —    

Contingent liability for Essentialis purchase price

     9,447       8,835  







Total liabilities

     18,518       16,149  







Commitments and contingencies (Note 6)


Stockholders’ equity


Preferred stock, $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding

     —         —    

Common stock, $0.001 par value, 100,000,000 shares authorized, 9,141,185 and 8,159,382 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

     10       8  

Additional paid-in-capital

     266,669       247,762  

Accumulated deficit

     (254,253     (237,422

Accumulated other comprehensive income

     —         —    







Total stockholders’ equity

     12,426       10,348  







Total liabilities and stockholders’ equity

   $ 30,944     $ 26,497  









Soleno Therapeutics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss


(In thousands except share and per share data)


     Three Months Ended
June 30,
    Six Months Ended
June 30,
     2023     2022     2023     2022  

Operating expenses


Research and development

   $ 5,141     $ 3,696     $ 10,457     $ 7,684  

General and administrative

     3,169       2,467       6,023       5,110  

Change in fair value of contingent consideration

     313       616       612       (242













Total operating expenses

     8,623       6,779       17,092       12,552  













Operating loss

     (8,623     (6,779     (17,092     (12,552













Other income


Change in fair value of warrants liabilities

     1       2       1       29  

Interest income

     147       52       260       74  













Total other income

     148       54       261       103  













Net loss

   $ (8,475   $ (6,725   $ (16,831   $ (12,449













Other comprehensive income (loss)


Foreign currency translation adjustment

     (16     1       —         (1













Total comprehensive loss

   $ (8,491   $ (6,724   $ (16,831   $ (12,450













Net loss per common share, basic and diluted

   $ (0.81   $ (0.72   $ (1.69   $ (1.69













Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share

     10,423,598       9,339,254       9,938,171       7,348,045