UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On September 26, 2023, Soleno Therapeutics, Inc. (the “Company”), provided notice to Cantor Fitzgerald & Co. (“Cantor”) of its election to terminate the Controlled Equity Offering Sales Agreement between them dated July 16, 2021 (the “Sales Agreement”). Cantor waived the termination notice period provided under the Sales Agreement such that the termination was effective immediately. Following such termination, the Company may not sell any further shares of its common stock under the Sales Agreement.
A description of the Sales Agreement is included in the Company’s Current Report on Form 8-K filed on July 16, 2021 (the “Announcement 8-K”), which is incorporated by reference herein. Such description is qualified in its entirety by reference to the full text of the Sales Agreement, which was filed as Exhibit 1.1 to the Announcement 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
Termination of “At-the-Market” Offering Prospectus Supplement
Pursuant to the Sales Agreement, the Company previously filed a prospectus supplement (as most recently amended on June 2, 2023, the “ATM Prospectus Supplement”) pursuant to which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $8,878,028 through Cantor as the sales agent. As of the date of this report, the Company has sold shares of common stock having an aggregate offering price of $7,672,736.86 under the ATM Prospectus Supplement. Effective as of the date of this report, the Company has terminated the ATM Prospectus Supplement and the ATM offering and the Company will not make any sales of common stock under the ATM offering.
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: September 27, 2023 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||
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