UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | Entry into a Material Definitive Agreement |
On June 24, 2020, Soleno Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Guggenheim Securities, LLC., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”) relating to the public offering (the “Offering”) of 30,303,030 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $1.65 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 4,545,454 shares of Common Stock. The Underwriters notified the Company of the exercise in full of their option to purchase the additional shares on June 25, 2020, and the Offering, including the sale of shares of Common Stock subject to the Underwriters’ option, closed on June 26, 2020. The net proceeds to the Company from the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, are expected to be approximately $53.7 million.
The shares of Common Stock are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-232068) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 23, 2019, as supplemented by a preliminary prospectus supplement, dated June 23, 2020, and a final prospectus supplement, dated June 24, 2020, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 (the “Securities Act”), as amended.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.
The Underwriting Agreement has been filed with this report to provide information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement.
The foregoing is only a brief description of the material terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Events. |
On June 24, 2020, the Company issued a press release announcing pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Offering, the legal opinion as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |||
| 1.1 |
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| 5.1 |
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| 23.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto) | |||
| 99.1 |
Press release issued by Soleno Therapeutics, Inc. dated June 24, 2020 | |||
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||
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: June 26, 2020 |
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| By: |
/s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||