📰 What This Document Is 📃

This document is a highly formal Offer to Purchase (an SEC filing, Form SC TO-T). Essentially, it is a formal, legally detailed proposal from one company to another. 👉 It means that Neurocrine Biosciences, Inc., is offering to buy out every single share of Soleno Therapeutics, Inc., and the transaction will lead to a full merger.

The core takeaway is that Soleno is proposing to exit the public markets, becoming a wholly-owned subsidiary of Neurocrine. This filing explains how that buyout will happen, the price, the timelines, and the rules stockholders must follow.

🏢 What The Company Does 🧬

Soleno Therapeutics, Inc. is the company being acquired. Although the filing does not detail its full business model, it establishes that Soleno is a publicly traded pharmaceutical company (whose shares were last trading at $52.78 on April 17, 2026).

The proposed structure of the merger significantly changes its legal status:

• Loss of Public Status: If the deal closes, Soleno will cease to be a publicly traded company.
• New Identity: Instead, it will become a direct wholly owned subsidiary of Neurocrine.

👉 Why it matters: This signals the end of Soleno's independence and its listing on the stock exchange. Stockholders are receiving a cash payment for the loss of that status.

🤝 The Merger Deal Details 💰

Neurocrine Biosciences, Inc., acting through its subsidiary, Sigma Merger Sub, Inc. (the "Purchaser"), is making the buyout offer. This is governed by the Merger Agreement, dated April 5, 2026.

• The Offer Price: The Purchaser is offering to pay $53.00 per Share. This price is payable in cash and is without interest, though it is subject to any applicable withholding taxes.
• The Mechanism: The offer is structured around a merger: the Purchaser will merge with and into Soleno. This process is intended to happen without requiring a vote from Soleno's stockholders, per Section 251(h) of the Delaware General Corporation Law (DGCL).
• No Financing Condition: Crucially, the offer is not subject to any financing condition, meaning the ability to buy the shares does not rely on the Purchaser securing external loans.

👉 Why it matters: The immediate, fixed cash offer of $53.00 sets the valuation standard for the entire process. The non-reliance on financing suggests high confidence and readily available capital.

📜 Board Approval and Recommendation 👍

The board of directors of Soleno has formally reviewed the merger proposal. The board’s actions are critical, as they represent the formal recommendation to shareholders.

The Soleno board has resolved:

• That the Merger Agreement and the transactions are "advisable and fair to, and in the best interest of, Soleno and its stockholders."
• To approve the execution and performance of the Merger Agreement.
• To formally recommend that stockholders accept the Offer and tender their shares to the Purchaser.

A more complete explanation of the board's reasoning will be provided in a Solicitation/Recommendation Statement (Schedule 14D-9) filed with the SEC.

👉 Why it matters: While a board recommendation is persuasive, it is not a guarantee of the deal. However, the unanimous recommendation strongly aligns the internal governance of Soleno with the acquisition by Neurocrine.

⏰ Key Dates and Timeline 📅

The timeline is highly structured, requiring stockholders to act within a narrow window.

• Expiration Date: The initial deadline for tendering shares is set for one minute following 11:59 p.m. Eastern Time on May 15, 2026.
• Initial Market Price: For context, the reported closing sales price of Soleno shares on Nasdaq on April 17, 2026, was $52.78.
• Extension Potential: The Offer can be extended multiple times, not only by the Purchaser but also for reasons required by the SEC or Nasdaq.
• The Outside Date: There is a key date of October 5, 2026, which may automatically extend to January 5, 2027. If the merger has not occurred by this date, the negotiation terms must be re-evaluated.

👉 Why it matters: Stakeholders must be aware of these dates to ensure timely submission of shares. The complexity of the extension rules shows the high level of regulatory scrutiny on the deal.

✅ Offer Conditions and Requirements 🚧

The deal is not automatic; it is subject to several conditions that must be satisfied or waived. These "Offer Conditions" are designed to protect the parties and the investment.

The Offer is conditioned upon the satisfaction of the following major requirements:

• The Minimum Condition: At the Expiration Date, the shares validly tendered by stockholders (combined with shares owned by Neurocrine) must represent one more Share than 50% of the total outstanding Shares.
• Regulatory Condition: All required antitrust approvals and waiting periods under the HSR Act (an antitrust law) must have expired or been terminated.
• Governmental Authority Condition: No governmental authority can issue an order, decree, or ruling that legally prohibits the completion of the offer or the merger.
• Legal Filings: Other conditions include the Merger Agreement not having been terminated, and Soleno providing official certifications that its internal representations (like financial health) remain true and correct.

👉 Why it matters: The "Minimum Condition" is perhaps the most critical metric for stockholders, as it dictates whether the merger can proceed without a stock vote. The other conditions relate to legal clearance and corporate compliance.

🏦 Procedure for Stockholders 🧾

To participate in the merger, stockholders must follow specific legal and procedural steps. The goal is to ensure that the payment can be made smoothly and legally.

• Tendering Shares: Stockholders must submit a completed Letter of Transmittal along with either the physical certificates or a book-entry transfer confirmation for their shares.
• Tendering Method: If you are a record holder, you must send documents to the Depositary (Equiniti Trust Company, LLC). If your shares are held by a broker, you must instruct that institution to tender the shares.
• Withdrawal: Shares can be withdrawn at any time until the Expiration Date, or after June 19, 2026 (the 60th day after the offer start date).
• Tax Implications: The exchange of shares for cash will be a taxable transaction for U.S. federal income tax purposes. Stockholders must consult their own tax advisor.

👉 Why it matters: Failure to follow the precise submission procedures can delay or prevent the payment. Tax responsibility falls squarely on the stockholder.

💼 Treatment of Company Securities 🔄

The merger proposal must account for various types of equity holdings—it doesn't just apply to plain shares. The document clearly explains the fate of options, warrants, and restricted stock units (RSUs).

• Common Shares: The Offer Price of $53.00 per Share applies to outstanding common shares.
• Company Warrants: Any outstanding, unexercised warrants are treated as being "simultaneously cashless exercised" before the merger, meaning they are converted into cash value.
• Company Options: Unexercised options will fully vest and be cancelled. The cash received will be calculated based on the Offer Price ($53.00) minus the original exercise price (unless the option was already "Out of the Money," meaning its exercise price was greater than $53.00).
• Company RSUs: All outstanding RSUs will fully vest and be cancelled, converting into cash at the Offer Price.

👉 Why it matters: This complex breakdown is vital for employees and insiders, as the value of their equity compensation depends heavily on the comparison between the $53.00 offer price and their original vesting/exercise prices.

🌐 Next Steps and Contact Information 📞

For anyone needing assistance or having questions about the process, several resources are provided.

• Information Agent: Questions regarding the Offer should be directed to the Information Agent: MacKenzie Partners, Inc.
• Contact Details: You can call toll-free at (800) 322-2885, or call the broker/dealer at (212) 929-5500.
• SEC Website: Additional materials are available on the SEC website at www.sec.gov.

🧠 The Analogy

Think of a merger offer like selling your beloved, personalized car (Soleno) to a massive car dealership (Neurocrine). You don't want to dismantle it piece by piece, so instead, the dealership gives you a fixed, guaranteed cash price ($53.00 per share) for the entire vehicle—and the process is so organized that you barely have to worry about the paperwork or the market fluctuations. You are guaranteed the payment, but you must follow the deal's rules, or the payment might be delayed or reduced.

🧩 Final Takeaway

Neurocrine is offering to buy out Soleno stock at $53.00 per share, culminating in Soleno losing its independent public status. The deal requires passing several key legal and majority shareholder thresholds, and payment depends entirely on stockholders properly tendering their shares before the May 15, 2026 deadline.