Soleno Therapeutics Announces Adoption of Amended and Restated Bylaws

Key Developments for Investors and Shareholders

Soleno Therapeutics, Inc. (NASDAQ: SLNO), a clinical-stage biopharmaceutical company, has announced significant changes to its corporate governance framework. On March 16, 2026, the company’s Board of Directors, following the recommendation of the Nominating and Corporate Governance Committee, approved and adopted Amended and Restated Bylaws for the company. These amendments and restatements are effective as of the date of the board resolution.

Key Points and Details of the Amended and Restated Bylaws

• Shareholder Proposals and Director Nominations:
  The bylaws update the advance notice provisions regarding proposals and nominations from shareholders. Only shareholders who are of record at the relevant dates (notice, record date, and meeting date), and who comply with specified procedures, may nominate directors or propose business at annual meetings. This includes detailed disclosure requirements about the nominee, the proposing shareholder, and any beneficial owners.
  • Shareholders must now provide comprehensive information—including holdings, derivative instruments, affiliations, arrangements, and intent to solicit proxies—well in advance of the meeting.
  • Any updates or supplements to required information must be timely provided prior to the meeting or upon request by the corporation.
  • Failure to comply with these requirements will render the nomination or proposal ineligible for consideration at the meeting.
• Reflecting Changes in Delaware Law:
  The restated bylaws incorporate updates to align with recent changes in Delaware corporation law, ensuring ongoing compliance and modernizing governance practices.
• Governance Updates and Forum Selection Provision:
  The bylaws introduce several governance improvements and include a forum selection provision. This provision may affect the venue for shareholder litigation, limiting it to specified courts and thus potentially reducing litigation risk and costs.
• Technical and Clarifying Changes:
  In addition to substantive amendments, the bylaws were revised for clarity and to correct or enhance technical aspects of the previous bylaws.
• Inspection and Voting Procedures:
  The updated bylaws clarify procedures for voting, proxies, and inspector appointment at shareholder meetings, as well as the conduct of business at such meetings. The chairperson of the meeting has explicit authority to determine the order of business and meeting procedures.
• Director and Officer Indemnification:
  The bylaws set forth detailed provisions for the indemnification of directors and officers, both in third-party actions and in actions by or on behalf of the corporation, which could affect the risk profile for current and prospective board members and management.

Potential Implications for Shareholders and Stock Price

• Increased Barriers to Proxy Fights and Activism:
  The more robust advance notice and disclosure requirements for shareholder proposals and nominations may make it more difficult for activist investors or dissident shareholders to bring matters to a vote or nominate directors, potentially solidifying the current board’s control.
• Litigation Risk Mitigation:
  The inclusion of a forum selection clause may reduce legal expenses and uncertainty by channeling litigation into particular venues, which is typically viewed favorably by institutional investors and may support share value stability.
• Corporate Governance Modernization:
  Updates in line with Delaware law and best practices could enhance the company’s reputation among institutional investors and governance rating agencies, potentially improving market perception.
• Potential Shareholder Backlash:
  Some investors may view increased procedural hurdles as entrenchment by management, especially if they believe the new bylaws limit shareholder rights. This perception could influence shareholder sentiment and share price, particularly around proxy season or in the context of activist campaigns.

Additional Disclosures

• The full text of the Amended and Restated Bylaws was filed as Exhibit 3.1 to the company’s Form 8-K and is available for shareholder review.
• No other material events, such as mergers, acquisitions, or financial results, were disclosed in this filing.
• The Company’s common stock continues to trade under the symbol SLNO on the NASDAQ exchange.

Conclusion

The adoption of Amended and Restated Bylaws by Soleno Therapeutics is a significant governance development. While these changes modernize and clarify governance procedures, shareholders should closely review the new requirements for making proposals or director nominations, as these could impact their ability to influence corporate policy or board composition. Investors should also consider the implications for shareholder rights, activism, and corporate legal risk management in evaluating the company’s governance and potential share price impacts going forward.

Disclaimer: This article is provided for informational purposes only and does not constitute legal or investment advice. Investors should conduct their own due diligence and consult with their financial advisors or legal counsel before making investment decisions related to Soleno Therapeutics, Inc. The writer has relied on information provided in publicly available SEC filings as of March 16, 2026.

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