This filing confirms deal close — SLNO no longer trades. For arbitrageurs: the narrow remaining spread (holders who did not tender get the same $53.00 through the merger) should collapse to zero. No further trading action is possible in SLNO common. Watch for the Form 15 deregistration to complete, after which all reporting obligations cease.
Price Chart
Executive Summary
Neurocrine Biosciences completed its acquisition of Soleno Therapeutics on May 18, 2026, paying $53.00 per share in cash. The tender offer closed with 46,356,114 shares (88.9% of outstanding) tendered, followed by a short-form merger under Section 251(h) of the DGCL. SLNO common stock has been delisted from Nasdaq and the company will deregister its securities. This filing confirms the deal has closed — existing SLNO shareholders who did not tender in the offer will receive $53.00 per share in the merger.
Key Facts
- Acquisition by Neurocrine Biosciences at $53.00 per share in cash
- 88.9% of shares tendered in the offer (46,356,114 shares)
- Tender offer expired May 15, 2026; merger completed May 18, 2026
- SLNO common stock delisted from Nasdaq; Form 25 and Form 15 filings initiated
- All options, RSUs, and warrants cashed out in connection with the merger
- Loan and Security Agreement with Oxford Finance LLC terminated
- Entire board and all C-suite officers resigned; replaced by Neurocrine designees
- Certificate of incorporation and bylaws amended and restated
Financial Impact
Total equity value of approximately $2.9 billion based on $53.00 per share
Risk Factors
- No remaining upside for SLNO shareholders — fixed cash consideration of $53.00 per share
- Delisting and deregistration eliminate any further trading or reporting
- Appraisal rights available for shareholders who properly perfected demands, but no indication of litigation challenging the price
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (SLNO) — Batch item 1 | 0001193125-26-228016 |
| Document: d143266d8k.htm | 0001354457-26-000469 |
| Document: d143266dex31.htm | 0001193125-26-228016 |
| Document: 0001193125-26-228016-index-headers.html | 0001193125-26-228016 |
| Document: 0001193125-26-228016-index.html | 0001193125-26-228016 |
| Document: 0001193125-26-228016.txt | 0001193125-26-228016 |
| 25-NSE Filing (SLNO) — Batch item 7 | 0001354457-26-000469 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 11, 2026 16w ago | Institutional Cluster | — | awaiting T+1 | — | — |
Jun 11, 2026 16w ago | Institutional Cluster | — | awaiting T+1 | — | — |
May 28, 2026 18w ago | 15-12G | — | awaiting T+1 | — | — |
May 28, 2026 18w ago | EFFECT | — | awaiting T+1 | — | — |
May 18, 2026 19w ago | 8-K / 25-NSE | $53.01 $53.01 | · 0.00% | ▲ +0.65% | — |
Apr 7, 2026 25w ago | 8-K | $52.35 $52.60 | ▼ −0.48% | ▲ +2.06% | — |
Apr 6, 2026 25w ago | 8-K | $52.25 $52.35 | ▲ +0.19% | ▲ +0.13% | — |
Mar 27, 2026 27w ago | Insider Cluster | $30.05 $30.44 | ▲ +1.30% | ▲ +1.66% | — |
Feb 26, 2026 31w ago | 8-K | $38.09 $39.07 | ▲ +2.57% | ▲ +3.03% | — |
Feb 25, 2026 31w ago | 8-K | $41.01 $38.09 | ▼ −7.12% | ▼ −6.57% | — |
US Market Status
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