Soleno Therapeutics Announces Pricing of Approximately $120 Million Underwritten Public Offering of Common Stock and Concurrent Private Placement of Common Stock and/or Pre-Funded Warrants
28 Setembro 2023 - 9:30AM
Soleno Therapeutics, Inc. (Nasdaq:SLNO), (“Soleno” or the
“Company”), a clinical-stage biopharmaceutical company developing
novel therapeutics for the treatment of rare diseases, announced
today the pricing of the underwritten public offering of 3,000,000
shares of its common stock at a public offering price of $20.00 per
share. The gross proceeds of the public offering are expected to be
approximately $60.0 million, before deducting the underwriting
discount and other estimated offering expenses. Soleno has also
granted the underwriters a 30-day option to purchase up to 450,000
shares of common stock at the public offering price, less
underwriting discounts and commissions.
In connection with the public offering, Soleno has entered into
a securities purchase agreement with certain investors, including
entities affiliated with existing stockholders, for up to
approximately $60.0 million of shares of its common stock and/or
pre-funded warrants at a price per share equal to the public
offering price. Adage Capital Partners LP, Commodore Capital,
Frazier Life Sciences, Nantahala Capital, Perceptive Advisors,
Woodline Partners LP, and other existing investors are
participating in the concurrent private placement. The consummation
of the concurrent private placement will be contingent upon the
closing of the public offering. The closing of the public offering
and concurrent private placement are expected to occur on or about
October 2, 2023, subject to the satisfaction of customary closing
conditions. Guggenheim Securities, LLC, Cantor Fitzgerald &
Co., and Oppenheimer & Co. Inc. are acting as the joint
book-running managers for the public offering and placement agents
for the concurrent private placement. Laidlaw & Company (UK)
Ltd. is acting as lead manager for the offering and a placement
agent for the concurrent private placement.
The securities described above relating to the public offering
are being offered by Soleno pursuant to registration statements on
Form S-3 (File Nos. 333-252108 and 333-274731) previously declared
effective by the Securities and Exchange Commission (the “SEC”),
and a preliminary prospectus supplement filed with the SEC on
September 27, 2023. A final prospectus supplement and an
accompanying prospectus relating to the offering will be filed with
the SEC and will be available on the SEC’s website located at
http://www.sec.gov. When available, copies of the preliminary
prospectus supplement and the accompanying prospectus relating to
this offering may be obtained from Guggenheim Securities, LLC,
Attention: Equity Syndicate Department, 330 Madison Avenue, New
York, NY 10017 or by telephone at (212) 518-9544, or by email at
GSEquityProspectusDelivery@guggenheimpartners.com; from Cantor
Fitzgerald & Co., Attention: Capital Markets, 110 East 59th
Street, 6th Floor, New York, New York 10022, or by e-mail at
prospectus@cantor.com; or from Oppenheimer & Co. Inc.,
Attention: Syndicate Prospectus Department, 85 Broad St., 26th
Floor, New York, New York 10004, by telephone at (212) 667-8055 or
by email at EquityProspectus@opco.com. Electronic copies of the
preliminary prospectus supplement and accompanying prospectus will
also be available on the website of the SEC at www.sec.gov.
Before investing in the offering, you should read the prospectus
supplement and the accompanying prospectus, and the other documents
that Soleno has filed with the SEC that are incorporated by
reference in the prospectus supplement and the accompanying
prospectus, in their entirety, which provide more information about
Soleno and the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
The offering will be made only by means of a prospectus supplement
and the accompanying prospectus that forms a part of the
registration statement.
About Soleno Therapeutics, Inc.
Soleno is focused on the development and commercialization of
novel therapeutics for the treatment of rare diseases. The
company’s lead candidate, DCCR (Diazoxide Choline) Extended-Release
tablets, a once-daily oral tablet for the treatment of Prader-Willi
syndrome, recently completed its Phase 3 development program to
support a planned New Drug Application submission.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended. All statements other than statements of historical
facts contained in this press release are forward-looking
statements, including statements regarding the Company’s
expectations on the completion, timing and size of the public
offering and the completion and timing of the private placement. In
some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "expect," "plan," "anticipate,"
"could," "intend," "target," "project," "contemplates," "believes,"
"estimates," "predicts," "potential" or "continue" or the negative
of these terms or other similar expressions. These forward-looking
statements speak only as of the date of this press release and are
subject to a number of risks, uncertainties and assumptions,
including the risks and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
related to the public offering and concurrent private placement, as
well as risks and uncertainties inherent in Soleno’s business,
including those described in the company's prior press releases and
in the periodic reports it files with the SEC. The events and
circumstances reflected in the company's forward-looking statements
may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements.
Except as required by applicable law, the company does not plan to
publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events,
changed circumstances or otherwise.
Corporate Contact:
Brian RitchieLifeSci Advisors, LLC212-915-2578
Soleno Therapeutics (NASDAQ:SLNO)
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