v3.26.1
Subsequent Event
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
On April 5, 2026, we entered into an Agreement and Plan of Merger with Sigma Merger Sub, Inc. (Sigma Merger Sub), a wholly owned subsidiary of Neurocrine Biosciences, Inc., and Soleno Therapeutics, Inc. (Soleno). Pursuant to the merger agreement, we, through Sigma Merger Sub, agreed to commence a cash tender offer to acquire all of the outstanding shares of Soleno common stock for $53.00 per share in cash, without interest and subject to any required withholding of taxes. We commenced the tender offer on April 20, 2026. Following completion of the tender offer, and subject to the satisfaction of the conditions set forth in the merger agreement, Sigma Merger Sub will merge with and into Soleno, with Soleno surviving as a wholly owned subsidiary of Neurocrine Biosciences, Inc. The announced transaction has an equity value of approximately $2.9 billion and is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno common stock and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). On April 27, 2026, at 11:59 p.m. Eastern Time, the waiting period under the HSR Act applicable to the tender offer expired, satisfying the closing condition relating to the expiration or termination of the waiting period under the HSR Act. The transaction is not subject to a financing condition. We expect to fund the transaction with cash on hand. Because the merger agreement was executed subsequent to the balance sheet date, no amounts related to the pending acquisition have been recognized in these condensed consolidated financial statements. As of the date these financial statements were issued, the acquisition had not been completed, and we are continuing to evaluate the accounting and disclosure effects of the transaction, including the related purchase accounting, and therefore cannot yet estimate all of the financial statement effects of the pending acquisition.