Soleno Therapeutics Inc.

03/16/2026 | Press release | Distributed by Public on 03/16/2026 07:29

Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 16, 2026, the Board of Directors (the "Board") of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted the Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws"), effective as of such date. The prior bylaws were amended and restated to, among other things: update the advance notice provisions regarding proposals and nominations from stockholders; make updates to reflect changes in Delaware law; make certain governance updates; and include a forum selection provision. The Bylaws were also amended and restated for certain technical and clarifying changes.

The foregoing description is qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and incorporated by reference herein.

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