8-K
SOLENO THERAPEUTICS INC false 0001484565 0001484565 2024-01-04 2024-01-04

 

 

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 4, 2024

 

 

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 4, 2024, the Board of Directors of Soleno Therapeutics, Inc., (the “Company”) following a review of the Company’s executive compensation program by its Compensation Committee and upon its recommendations, approved certain increases to the base salaries for fiscal year 2024, the payment of cash bonuses for fiscal year 2023 and certain equity awards for the Company’s named executive officers as follows:

 

Name and Principal Position

   Fiscal Year 2024 Annual
Base Salary(1)
     Fiscal Year 2023 Cash
Bonus Award
     Options(2)      Restricted Stock
Awards(3)
 

Anish Bhatnagar

Chief Executive Officer

   $ 640,000      $ 500,000        100,000        150,000  

James Mackaness

Chief Financial Officer

   $ 460,000      $ 240,000        37,000        56,000  

Patricia Hirano

Vice President of Regulatory Affairs

   $ 375,000      $ 153,000        16,000        24,000  

 

(1)

Effective as of January 1, 2024.

(2)

Fifty percent (50%) of the shares subject to the Option shall vest on the first anniversary of January 1, 2024 (the Vesting Commencement Date), and one twenty-fourth (1/24th) of the remaining shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date.

(3)

Twenty-five percent (25%) of the RSU shares shall vest on each of March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024.

 

2


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 5, 2024      
    By:  

/s/ Anish Bhatnagar

      Anish Bhatnagar
      Chief Executive Officer

 

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