Neurocrine Biosciences Inc acquisition of Soleno Therapeutics, Inc.

Neurocrine Biosciences Inc completed its acquisition of Soleno Therapeutics, Inc. on 2026-05-18, according to the Form 8-K Neurocrine Biosciences Inc filed with the SEC on 2026-05-18. The filing states a price of $2.9 billion.

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What the filing says

The Company completed the acquisition of Soleno on May 18, 2026, by causing Purchaser to merge with and into Soleno (the " Merger ") pursuant to the Merger Agreement without any action by Soleno stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the " DGCL ").

The price, in the filing's words

The aggregate cash paid by the Company and Purchaser in the Offer and the Merger was approximately $2.9 billion, plus related fees and expenses, which was funded by the Company from its available cash on hand.

More from the filing

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") by Neurocrine Biosciences, Inc., a Delaware corporation (the " Company "), on April 6, 2026, the Company entered into an Agreement and Plan of Merger, dated as of April 5, 2026 (the " Merger Agreement "), with Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (" Purchaser "), and Soleno Therapeutics, Inc., a Delaware corporation (" Soleno ").

Pursuant to the Merger Agreement, on April 20, 2026, the Company, through Purchaser, commenced a tender offer to purchase all the outstanding shares of Soleno's common stock, par value $0.001 per share (the " Soleno Shares "), at a price of $53.00 per Soleno Share (the " Offer Price "), in cash, without interest and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 20, 2026 (together with any amendments or supplements thereto, the " Offer to Purchase ") and in the related Letter of Transmittal (together with

The Offer and related withdrawal rights expired as scheduled at one minute following 11:59 p.m.

Quoted from Neurocrine Biosciences Inc's Form 8-K.

This is the only completed acquisition Neurocrine Biosciences Inc reported under Item 2.01 in the last twelve months.

Where this comes from

A public company must file a current report on Form 8-K with the SEC within four business days of completing a significant acquisition or disposition of assets, under Item 2.01 of the report. The acquired company sometimes files one too, when the deal makes it a subsidiary of the buyer.

Every fact on this page is taken from one of those filings and linked to it: which company acquired which, the date the filing gives for completion, and the price when the filing states one in dollars, shown next to the sentence that states it. A filing states what was bought and on what terms; it rarely states why, and neither does this page.

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