SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Soleno Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
834203309
(CUSIP Number)
Alexander Rakitin
Perceptive Advisors LLC
51 Astor Place, 10th Floor
New York, NY 10003
(646) 205-5340
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 14, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 834203309
| 1. |
Names of Reporting Persons.
Perceptive Advisors LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,770,792 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,770,792 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,770,792 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 834203309
| 1. |
Names of Reporting Persons.
Perceptive Life Sciences Master Fund, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | 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
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,770,792 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,770,792 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,770,792 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
CUSIP No. 834203309
| 1. |
Names of Reporting Persons.
Joseph Edelman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,770,792 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,770,792 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,770,792 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and supplemented as follows:
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 8 to Schedule 13D is incorporated by reference and assumes the exercise of pre-funded warrants held by the Reporting Persons to purchase 250,000 shares of the Issuer’s Common Stock (the “Pre-Funded Warrants”). The percentage set forth in row 13 is based on 43,117,432 shares of Common Stock outstanding as of October 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024, and assumes the exercise of the Pre-Funded Warrants. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 8 to Schedule 13D is incorporated by reference and assumes the exercise of the Pre-Funded Warrants. |
| (c) | Except as set forth on Schedule A, as amended and restated with this Amendment No. 8, no Reporting Person has effected any transaction in shares of Common Stock in the past sixty days. |
| (e) | On November 14, 2024, the Reporting Persons ceased being holders of 5% or more of the outstanding shares of the Issuer’s Common Stock. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 19, 2024
| PERCEPTIVE ADVISORS LLC | ||
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman | ||
| Title: | Managing Member | |
| PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD. | ||
| By: | /s/ Joseph Edelman | |
| Name: Joseph Edelman | ||
| Title: Managing Member | ||
| /s/ Joseph Edelman | ||
| JOSEPH EDELMAN | ||
Schedule A
| Fund |
Date | Transaction | Number of shares | Price | ||||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
9/23/2024 | Sell | 16,717 | $ | 48.42 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
9/24/2024 | Short Sale | 75,000 | $ | 47.27 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
9/25/2024 | Short Sale | 37,233 | $ | 45.50 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/01/2024 | Short Sale | 44,485 | $ | 49.45 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/02/2024 | Short Sale | 36,315 | $ | 49.98 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/03/2024 | Short Sale | 25,000 | $ | 49.19 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/04/2024 | Short Sale | 50,000 | $ | 49.53 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/07/2024 | Short Sale | 33,446 | $ | 48.12 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/08/2024 | Short Sale | 50,000 | $ | 51.13 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/08/2024 | Short Sale | 50,000 | $ | 56.07 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/08/2024 | Short Sale | 50,000 | $ | 53.13 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/08/2024 | Short Sale | 50,000 | $ | 55.33 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/09/2024 | Sell (options) | 5,000 | $ | 3.80 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/16/2024 | Short Sale | 37,493 | $ | 54.53 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/17/2024 | Short Sale | 65,007 | $ | 53.44 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/21/2024 | Short Sale | 9,841 | $ | 53.32 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/22/2024 | Short Sale | 23,689 | $ | 53.96 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
10/23/2024 | Short Sale | 21,775 | $ | 52.97 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/12/2024 | Sell | 15,867 | $ | 57.21 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/13/2024 | Sell | 25,000 | $ | 56.67 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/14/2024 | Sell | 30,000 | $ | 54.59 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/14/2024 | Cover Short | 1,551,977 | N/A | ||||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/15/2024 | Sell | 29,133 | $ | 52.13 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/18/2024 | Sell | 5,000 | $ | 52.07 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/18/2024 | Sell | 10,000 | $ | 51.23 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/18/2024 | Sell | 5,000 | $ | 52.15 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/18/2024 | Sell | 4,783 | $ | 52.21 | |||||||||
| Perceptive Life Sciences Master Fund, Ltd. |
11/19/2024 | Sell | 7,424 | $ | 51.53 | |||||||||