Edgar Filing: SOLENO THERAPEUTICS INC

SOLENO THERAPEUTICS, INC.

Date: June 15, 2018

By: /s/ Jonathan Wolter

Jonathan Wolter,

Chief Financial Officer

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): June 11, 2018

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)

1235 Radio Rd #110

Redwood City, CA 94065

(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))

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 5.07.

Submission of Matters to a Vote of Security Holders.

On June 11, 2018, Soleno Therapeutics, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders. Of the 19,766,613 shares of common stock outstanding as of April 12, 2018, the record date, 16,355,467 shares of common stock were represented at the meeting in person or by proxy, constituting 82.74% of the outstanding shares of common stock entitled to vote and constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Meeting:

To elect two Class I directors to serve until the 2021 Annual Meeting of stockholders or until their respective successors are duly elected and qualified; and

To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

Proposal One – Election of Directors

The table below presents the voting results of the election of the two Class I directors to the Company’s Board of Directors by the Company’s stockholders:


Nominee	Votes For		Votes Withheld		Percent of Voted			Broker Non-Votes
Rajen Dalal		14,507,871		39,002		88.70	%		1,808,594
Mahendra Shah, Ph.D		14,499,651		47,222		88.65	%		1,808,594

Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 by the following votes:


Votes For	Votes Against	Abstentions	Broker Non-Votes
13,853,947	42,259	2,459,261	0

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.