UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
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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:
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Trading |
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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 28, 2022, 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 recommendations, approved certain increases to the base salaries for fiscal year 2022, the payment of cash bonuses for fiscal year 2021 and certain equity awards for certain named executive officers as follows:
| Name and Principal Position |
Fiscal Year 2022 Annual Base Salary ($)(1) |
Fiscal Year 2021 Cash Bonus Award ($) |
Options(2) | |||||||||
| Anish Bhatnagar Chief Executive Officer |
$ | 556,800 | $ | 80,700 | 610,000 | |||||||
| James Mackaness Chief Financial Officer |
$ | 385,000 | $ | 42,000 | 195,000 | |||||||
| Patricia Hirano Vice President of Regulatory Affairs |
$ | 326,000 | $ | 28,350 | 110,000 | |||||||
| (1) | Effective as of January 1, 2022. |
| (2) | One forty-eighth (1/48th) of the shares subject to the Option shall vest on the first month anniversary of January 1, 2022 (the Vesting Commencement Date), and one forty-eighth (1/48th) of the total number of shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date. |
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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 31, 2022 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||
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Document and Entity Information |
Jan. 28, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SOLENO THERAPEUTICS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001484565 |
| Document Type | 8-K |
| Document Period End Date | Jan. 28, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36593 |
| Entity Tax Identification Number | 77-0523891 |
| Entity Address, Address Line One | 203 Redwood Shores Pkwy |
| Entity Address, Address Line Two | Suite 500 |
| Entity Address, City or Town | Redwood City |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94065 |
| City Area Code | (650) |
| Local Phone Number | 213-8444 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | SLNO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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