SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 8, 2021, 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 2021, the payment of cash bonuses for fiscal year 2020 and certain equity awards for certain named executive officers as follows:
|Fiscal Year 2021 Annual
Base Salary ($)(1)
|Fiscal Year 2020 Cash
Bonus Award ($)
Chief Executive Officer
Vice President of Clinical Operations
Vice President of Regulatory Affairs
Effective as of January 1, 2021.
Twelve and one-half percent (12.5%) of the shares subject to the Option shall vest upon the date following the acceptance by the U.S. Food and Drug Administration of an NDA submission for the Company’s DCCR tablets, twelve and one-half percent (12.5%) of the shares subject to the Option shall vest upon the submission by the Company to the European Medicines Agency European of an MAA for the Company’s DCCR tablets, and one forty-eighth (1/48th) of the remaining shares subject to the Option shall vest each month after January 8, 2021 on the same day of the month as the Vesting Commencement Date, subject to Optionee continuing to be a Service Provider (as defined in the Plan) of the Company through each such date. All options have an exercise price of $2.24, which was the last reported trading price of the Company’s common stock on the Nasdaq Capital Market on January 8, 2021.
On January 8, 2021, the Board of Directors also approved certain changes to the Company’s standard severance terms for executive officers and management. As a result of these changes, the Company amended its current employment agreements with each of James Mackaness, Kristen Yen and Patricia Hirano. The amendments are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3 and the full text of such amendments is incorporated herein by reference.
|Item 9.01|| |
Financial Statements and Exhibits.
|10.1||Amendment to Employment Agreement by and between the Company and James Mackaness, dated as of January 8, 2021.|
|10.2||Amendment to Employment Agreement by and between the Company and Kristen Yen, dated as of January 8, 2021|
|10.3||Amendment to Employment Agreement by and between the Company and Patricia Hirano, dated as of January 8, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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 13, 2021|
|Chief Executive Officer|