VYKAT™ XR (diazoxide choline) is the First and Only FDA Approved Treatment for Hyperphagia in Prader-Willi Syndrome and Represents a Transformative Therapy

Expands Neurocrine's High-Growth Commercial Portfolio to Three First-in-Class Medicines Including INGREZZA® (valbenazine) and CRENESSITY® (crinecerfont)

Establishes a Durable Platform for Long-Term Revenue Growth and Value Creation, Supported by Strong VYKAT XR Intellectual Property Estate Expected to Extend into the mid-2040s

Neurocrine Biosciences, Inc. (Nasdaq: NBIX) and Soleno Therapeutics, Inc. (Nasdaq: SLNO)  announced that Neurocrine has entered into a definitive agreement to acquire Soleno for $53.00 per share in cash, representing a total transaction equity value of $2.9 billion.

The acquisition of Soleno and the addition of VYKAT™ XR (diazoxide choline), a first-in-class therapy to treat hyperphagia, the defining feature of Prader-Willi syndrome (PWS), will expand Neurocrine's portfolio of innovative medicines and strengthen its leadership position in endocrinology and rare disease. Since its FDA approval and successful U.S. launch in the second quarter of 2025, VYKAT XR has demonstrated strong early adoption, generating $190 million in 2025 revenue, including $92 million for Soleno in the fourth quarter alone. When supported by Neurocrine's medical and commercial infrastructure, VYKAT XR is expected to continue to improve care for patients with PWS while delivering long-term value to Neurocrine shareholders following the close of the transaction.

"This transaction will advance Neurocrine's mission to deliver life-changing treatments while accelerating our revenue growth and portfolio diversification strategy. We share the Soleno team's deep commitment to the Prader-Willi syndrome community and look forward to leveraging our experience and capabilities to expand VYKAT XR's reach to benefit more patients, while further strengthening Neurocrine's leadership in delivering transformative medicines," said Kyle W. Gano, Ph.D., Chief Executive Officer, Neurocrine Biosciences. "We congratulate Soleno on developing and launching VYKAT XR, showing strong results in a complex disease and enabling broad utilization with a clear label, and we look forward to working together to continue to help patients in need."

"Neurocrine is the right strategic partner to expand the reach of VYKAT XR in the Prader-Willi syndrome community given their experience in endocrinology and rare disease and their proven ability to execute successful commercial launches. We are excited to accelerate VYKAT XR's impact for PWS patients following completion of the transaction by leveraging Neurocrine's strong commercial capabilities," said Anish Bhatnagar, M.D., Chairman and Chief Executive Officer of Soleno.

PWS is a rare genetic neurodevelopmental disorder caused by an abnormality in gene expression on chromosome 15 that affects about 10,000 patients in the United States. The disease is characterized by neurological, behavioral, and metabolic dysfunction. Its defining feature is hyperphagia, a chronic, life-threatening condition marked by a persistent hunger that drives compulsive, food-seeking behavior. Individuals with PWS also commonly experience cognitive impairment and a range of psychiatric and behavioral challenges. Together, these symptoms can severely diminish quality of life for individuals with PWS and their families, with hyperphagia driving significant morbidity and mortality.

Strategic Rationale and Financial Benefits of the Transaction

The transaction is expected to:

• Strengthen Neurocrine's Leadership in Endocrinology and Rare Disease, and Advance a Diversified Portfolio of First-in-Class Medicines: Following the completion of the transaction, Neurocrine will have three marketed, first-in-class therapies: INGREZZA®, the vesicular monoamine transmitter 2 (VMAT2) market leader for the treatment of tardive dyskinesia and the chorea associated with Huntington's disease, with $2.51 billion in 2025 revenue; CRENESSITY®, approved in December 2024 for the treatment of classic congenital adrenal hyperplasia (CAH) due to 21-hydroxylase deficiency, with $301 million in 2025 revenue; and VYKAT XR, approved in March 2025 for the treatment of PWS, with $190 million in 2025 revenue for Soleno. Together, these medicines will position Neurocrine to deliver sustained revenue growth through the end of this decade.
  
  
• Add a First-in-Class Therapy with Durable Value Creation: VYKAT XR is the first and only FDA‑approved therapy for hyperphagia with PWS in the United States. Following a successful launch in 2025, VYKAT XR is well positioned as the foundational first-line therapy for PWS and is supported by a strong intellectual property estate that is expected to extend into the mid-2040s, providing a durable platform for long‑term value creation.
  
  
• Provide a Transformative Therapy Aligned with Neurocrine's Strategic Focus. PWS is a neurodevelopmental disorder, and VYKAT XR aligns well with Neurocrine's capabilities addressing diseases at the intersection of neuroscience and endocrinology. Alongside CRENESSITY and an emerging endocrinology portfolio, VYKAT XR will serve as a strong foundation to further build Neurocrine's leadership over time.
  
  
• Enhance Ability to Deliver Long-Term Shareholder Value: Upon closing, the acquisition of Soleno is expected to contribute to a more diversified and durable revenue base, expand Neurocrine's commercial reach, immediately enhance Neurocrine's growth profile, and increase scale to support sustained innovation and development. This is further supported by continued pipeline progress and disciplined capital allocation. Integration of Soleno's operations is expected to drive cost synergies and operational efficiencies as Neurocrine leverages its existing infrastructure.

Transaction Terms and Financing
Under the terms of the merger agreement, Neurocrine, through a subsidiary, will commence a cash tender offer to acquire all of the outstanding shares of Soleno's common stock at a price of $53.00 per share, representing a premium of approximately 34% to Soleno's closing share price on April 2, 2026, and a premium of 51% to Soleno's 30-day volume-weighted average price (VWAP). The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Soleno, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Neurocrine will merge with Soleno and the outstanding Soleno shares not tendered in the tender offer will be converted into the right to receive the same $53.00 per share in cash paid in the tender offer. The transaction will be funded with cash on hand and Neurocrine plans to optimize its capital structure by taking on a modest amount of pre-payable debt. The transaction is not subject to any financing condition.

The boards of directors of both companies have approved the transaction, which is expected to close within 90 days of this announcement, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.