UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 21, 2026, the Board of Directors of Soleno Therapeutics, Inc., (the “Company”) following a review of the Company’s executive compensation program by its independent compensation consultant and Compensation Committee, and upon the Compensation Committee’s recommendations, approved certain increases to the base salaries for fiscal year 2026, the payment of cash bonuses for fiscal year 2025 and certain equity awards for the Company’s named executive officers as follows:
| Name and Principal Position | Fiscal Year 2026 Annual Base Salary(1) |
Fiscal Year 2025 Cash Bonus Award |
Options(2) | Restricted Stock Awards(3) |
||||||||||||
| Anish Bhatnagar Chief Executive Officer |
$ | 765,000 | $ | 487,740 | 131,400 | 114,200 | ||||||||||
| James Mackaness Chief Financial Officer |
$ | 529,000 | $ | 218,708 | 32,800 | 28,600 | ||||||||||
| Meredith Manning Chief Commercial Officer |
$ | 515,000 | $ | 201,588 | 32,800 | 28,600 | ||||||||||
| Patricia Hirano Senior Vice President of Regulatory Affairs |
$ | 447,000 | $ | 161,784 | 11,900 | 10,400 | ||||||||||
| (1) | Effective as of January 1, 2026. |
| (2) | One forty-eighth (1/48th) of the shares subject to the Option shall vest on the first monthly anniversary of January 1, 2026 (the Vesting Commencement Date), and one forty-eighth (1/48th) of the remaining shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date. |
| (3) | One hundred percent (100%) of the RSU shares shall vest on December 15, 2027. |
Also on January 21, 2026, the Board of Directors, upon the recommendation of the Compensation Committee, approved a Key Executive Change in Control and Severance Plan (the “Executive Plan”). The Executive Plan was approved to make certain enhancements in the event of certain qualifying terminations of employment, both outside of and in connection with a change in control of the Company, to better align with market practices and to align Company’s severance practices across the organization. The Executive Plan is summarized below.
The Executive Plan provides for certain severance payments and benefits to be provided to a participant in the event such participant’s employment is terminated under specified circumstances as set forth in the Executive Plan, subject to the participant satisfying certain conditions, including the delivery of a release of all claims in favor of the Company. Participants under the Executive Plan include all Vice Presidents and above, including the Company’s named executive officers currently employed by the Company: Anish Bhatnagar, the Chief Executive Officer, James Mackaness, the Chief Financial Officer, Meredith Manning, the Chief Commercial Officer, and Patricia Hirano, the Senior Vice President of Regulatory Affairs.
If a participant experiences either a termination without “Cause” or a “Good Reason Termination” (each, as defined in the Executive Plan, and either referred to as an “Involuntary Termination”) outside of the time period commencing three months prior to a change in control and ending 12 months after a change in control (the “Change in Control Period”), the Company shall provide the participant with a payment equal to a number of months of base salary plus the target bonus percentage for the year in which the Involuntary Termination occurs, and a number of months of COBRA coverage, each as described in the table below. No vesting acceleration of then-outstanding equity awards is provided under the Executive Plan upon an Involuntary Termination outside of the Change in Control Period, except in the case of the Chief Executive Officer.
| Participant | Salary (# Mos.) | Target Bonus (%) |
COBRA (# Mos.) | Equity Acceleration (%) | ||||||||||
| Chief Executive Officer |
18 | 100 | 18 | 25 | ||||||||||
| Remainder C-Suite |
12 | Prorated, 100% max | 12 | n/a | ||||||||||
| Senior Vice President |
9 | Prorated, 75% max | 9 | n/a | ||||||||||
| Vice President |
6 | Prorated, 50% max | 6 | n/a | ||||||||||
If a participant experiences an Involuntary Termination during the Change in Control Period, the Company shall provide the participant with a payment equal to a number of months of base salary plus the target bonus percentage for the year in which the Involuntary Termination occurs, a number of months of COBRA coverage and full vesting acceleration of then-outstanding equity awards, each as described in the table below.
| Participant | Salary (# Mos.) | Target Bonus (%) | COBRA (# Mos.) | Equity Acceleration (%) | ||||||||||||
| Chief Executive Officer |
24 | 150 | 24 | 100 | ||||||||||||
| Remainder C-Suite |
18 | 100 | 18 | 100 | ||||||||||||
| Senior Vice President |
12 | 75 | 12 | 100 | ||||||||||||
| Vice President |
9 | 50 | 9 | 100 | ||||||||||||
The Executive Plan provides that if any payments or benefits received by a participant under the Executive Plan or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and be subject to excise taxes imposed by Section 4999 of the Code, such amount will either be delivered in full or reduced so as not to be subject to excise taxation, whichever amount results in a greater amount received by the participant on an after-tax basis. The Executive Plan does not require the Company to provide any tax gross-ups.
The foregoing description of the Executive Plan is not complete and is qualified in its entirety by reference to the full text of the form of Executive Plan, which is filed as Exhibit 10.1 hereto.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Executive Change in Control and Severance Plan, and related Participation Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 23, 2026 | ||||||
| By: | /s/ Anish Bhatnagar | |||||
| Anish Bhatnagar | ||||||
| Chief Executive Officer | ||||||