Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)^*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [   ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.

** This constitutes a late filing due to inadvertent administrative error.  See the Preliminary Note.

(Continued on following pages)

Page 1 of 19 Pages

Exhibit Index Found on Page 10

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D initially filed on January 12, 2018, as amended and supplemented by Amendment No. 1 thereto filed on December 10, 2018, Amendment No. 2 thereto filed on January 3, 2019, Amendment No. 3 thereto filed on July 17, 2020 and Amendment No. 4 thereto filed on April 5, 2022 (as so amended and supplemented, the “Prior Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D”).  Capitalized terms used without definition in this Amendment have the meanings ascribed thereto in the Prior Schedule 13D.

Capitalized terms used in this Preliminary Note without definition have the meanings ascribed to them elsewhere in this Schedule 13D.

Previously Reported and Current Beneficial Ownership Percentages

Amendment No. 4 to the Prior Schedule 13D reported that as of March 31, 2022, the Reporting Persons beneficially owned an aggregate 21,771,202 Shares; such amount represented 17.5% of the Shares outstanding as of such date.  Subsequently, certain of the Reporting Persons engaged in sales of Shares such that, as of May 24, 2023, the Reporting Persons beneficially own an aggregate 421,976 Shares, representing 4.99% of the Shares outstanding.

Securities Holdings Resulting in Current Beneficial Ownership of Shares

As of May 24, 2023: (i) the Foundation holds 145,207 Shares; (ii) the Trust holds 10,103 2018 Warrants, issued on December 19, 2018 and expiring on December 19, 2023, each of which is currently exercisable to purchase one Share, for a total of up to 10,103 Shares; and (iii) the Foundation holds 266,666 2022 Warrants, issued on March 31, 2022 and expiring on March 31, 2027, each of which is currently exercisable to purchase one Share, for a total of up to 266,666 Shares.

The 2018 Warrants and the 2022 Warrants are exercisable within 60 days of the date hereof.  Accordingly, pursuant to Rule 13d-3(d) under the Exchange Act, the Trust currently is deemed to have beneficial ownership of the aggregate 10,103 Shares acquirable upon exercise of the 2018 Warrants held by it, and the Foundation currently is deemed to have beneficial ownership of the aggregate 266,666 Shares acquirable upon exercise of the 2022 Warrants held by it.

Item 1. Security and Issuer

This Amendment hereby amends and restates Item 1 of the Prior Schedule 13D in its entirety as follows:

“This statement relates to shares of common stock, par value $0.001 per share (the “Shares”), of Soleno Therapeutics, Inc. (the “Issuer”).  The principal executive office of the Issuer is 203 Redwood Shores Pkwy, Suite 500, Redwood City, CA 94065.”

[Item 3. Amount of Funds or Other Consideration]

This Amendment hereby amends and supplements Item 3 of the Prior Schedule 13D by adding the following thereto:

“All purchases of Issuer securities by the Trust and the Foundation, as the case may be, have been funded from such respective entity’s available investment capital.”

Item 4. Purpose of Transaction

“Each of the Reporting Persons acquired the securities of the Issuer held by it for investment purposes.  None of the Reporting Persons has made a determination regarding a maximum or minimum amount of Shares or other securities of the Issuer that it may hold at any point in time.  At any time and from time to time, one or more of the Reporting Persons may engage in communications with the Issuer’s management concerning, among other things, the Issuer’s strategy, operations, capital structure, and other matters relating to the Issuer’s business and/or securities.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending upon various factors, including, without limitation, any such communications with management, overall market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity requirements of the Reporting Persons, and price levels of the Shares and other securities of the Issuer, the Reporting Persons in the future may take such actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing or selling securities of the Issuer, engaging in hedging transactions with respect to securities of the Issuer, and taking such other actions as the Reporting Persons may consider appropriate for the purpose of maximizing the value of the Reporting Persons’ investment position in the Company.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.”

This Schedule sets forth information with respect to each purchase and sale of Shares effectuated by the Reporting Person during the sixty days (or such lesser period as is required by Item 5(c) of Schedule 13D) preceding (and inclusive of) December 7, 2022. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

This Schedule sets forth information with respect to each purchase and sale of Shares effectuated by the Reporting Person during the sixty days (or such lesser period as is required by Item 5(c) of Schedule 13D) preceding (and inclusive of) February 17, 2023.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

This Schedule sets forth information with respect to each purchase and sale of Shares effectuated by the Reporting Person during the sixty days (or such lesser period as is required by Item 5(c) of Schedule 13D) preceding (and inclusive of) February 17, 2023. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

This Schedule sets forth information with respect to each purchase and sale of Shares effectuated by the Reporting Person during the sixty days (or such lesser period as is required by Item 5(c) of Schedule 13D) preceding (and inclusive of) February 28, 2023.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

This Schedule sets forth information with respect to each purchase and sale of Shares effectuated by the Reporting Person during the sixty days (or such lesser period as is required by Item 5(c) of Schedule 13D) preceding (and inclusive of) May 24, 2023.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.