Management Change - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 25, 2023

SOLENO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36593		77-0523891
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification Number)

203 Redwood Shores Pkwy, Suite 500

Redwood City, CA94065

(Address of principal executive offices)

(650)213-8444

(Registrant's telephone number, including area code)

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:

Title of each class		Trading symbols		Name of each exchange on which registered
Common Stock, $0.001 par value		SLNO		NASDAQ

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 25, 2023, 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 2023, the payment of cash bonuses for fiscal year 2022 and certain equity awards for certain named executive officers as follows:

Name and Principal Position		Fiscal Year 2023 Annual Base Salary ($)(1)			Fiscal Year 2022 Cash Bonus Award ($)			Options(2)
Anish Bhatnagar Chief Executive Officer		$	556,800	(3)		$	278,400				115,000
James Mackaness Chief Financial Officer		$	400,000			$	154,000				30,000
Patricia Hirano Vice President of Regulatory Affairs		$	340,000			$	97,800				20,000
Kristen Yen Vice President of Clinical Operations		$	325,000			$	93,360				20,000

(1)	Effective as of January 1, 2023.

(2)

One forty-eighth (1/48th) of the shares subject to the Option shall vest on the first month anniversary of January 1, 2023 (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.

(3)	No change from Fiscal Year 2022 Annual Base Salary.

2

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 30, 2023
		By:		/s/ Anish Bhatnagar
			Anish Bhatnagar
			Chief Executive Officer

3