SOLENO THERAPEUTICS INC 8-K

What Happened

• Soleno Therapeutics Inc. (SLNO) announced on March 16, 2026 that its Board of Directors, following a recommendation from the Nominating and Corporate Governance Committee, approved and adopted Amended and Restated Bylaws effective that same date.
• The revisions update advance notice provisions for stockholder proposals and nominations, incorporate changes to reflect Delaware law, include governance clarifications, and add a forum selection provision. The full Amended and Restated Bylaws are filed as Exhibit 3.1 to the 8-K.

Key Details

• Effective date: March 16, 2026 (Board-approved and adopted on that date).
• Primary changes: updates to advance notice provisions for stockholder proposals/nominations; alignment with Delaware law; governance updates; addition of a forum selection clause.
• Filing: Amended and Restated Bylaws attached as Exhibit 3.1 to the Form 8-K.

Why It Matters

• Bylaws govern how shareholders can nominate directors and submit proposals; updates to advance notice rules can affect timing and ability for investors to bring items to a vote.
• A forum selection provision specifies where certain legal disputes must be heard, which can limit where shareholders can file litigation and affect legal strategy and costs.
• The filing provides the exact text of the new bylaws (Exhibit 3.1); investors who want specifics should review that exhibit on the SEC EDGAR site.