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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) 区 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended : December 31 , 2020 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No .: 001-36593 Soleno Therapeutics , Inc. ( Exact name of Registrant as specified in its charter ) Delaware ( State or other Jurisdiction of Incorporation or Organization ) 203 Redwood Shores Parkway , Suite 500 Redwood City , California ( Address of principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Registrant's telephone number , including area code : ( 650 ) 213-8444 77-0523891 ( I.R.S. Employer Identification No. ) 94065 ( Zip Code ) Title of each class Common Stock , $ 0.001 par value Securities Registered Pursuant to Section 12 ( g ) of the Act : None . Trading Symbol ( s ) SLNO Yes No No Name of each exchange on which registered NASDAQ Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act : Large accelerated filer Non - accelerated filer Act . ☑ Accelerated filer Smaller reporting company Emerging growth company ㅁ > ㅁ 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 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of stock held by non - affiliates of the registrant on June 30 , 2020 , based on the closing price of $ 2.22 for shares of the registrant's common stock as reported by the NASDAQ Capital Market , was approximately $ 98.3 million . Shares of Common Stock held by each executive officer , director and beneficial holder of 5 % or more of the outstanding Common Stock have been excluded in that such persons may be deemed affiliates . As of February 26 , 2021 there were 79,723,680 shares of the registrant's Common Stock , par value $ 0.001 per share , outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrant's 2021 Annual Meeting of Stockholders , to be filed subsequent to the date hereof , are incorporated by reference into Part III of this Report . Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant's fiscal year ended December 31 , 2020. Except with respect to information specifically incorporated by reference in this Form 10 - K , the Proxy Statement is not deemed to be filed as part of this Form 10 - K .