Neurocrine Biosciences announced the completion of its acquisition of Soleno Therapeutics, strengthening its endocrinology and rare disease portfolio with the addition of VYKAT XR, the first and only approved treatment for hyperphagia in patients with Prader-Willi syndrome (PWS). The transaction, initially announced on April 6, 2026, carried a total equity value of approximately $2.9 billion.
The acquisition adds VYKAT XR (diazoxide choline) extended-release tablets to Neurocrine’s commercial portfolio alongside INGREZZA and CRENESSITY. VYKAT XR was approved by the U.S. Food and Drug Administration on March 26, 2025, and is commercially available in the United States for adults and pediatric patients aged 4 years and older with PWS-related hyperphagia.
Prader-Willi syndrome is a rare genetic neurodevelopmental disorder caused by abnormalities in gene expression on chromosome 15 and affects approximately 10,000 patients in the United States. The condition is characterized by neurological, behavioral, and metabolic dysfunction, with hyperphagia serving as its defining symptom. Hyperphagia is a chronic, life-threatening condition involving persistent hunger and compulsive food-seeking behavior that can significantly impact patients and their families.
Under the terms of the transaction, Neurocrine completed a cash tender offer through a subsidiary for all outstanding Soleno shares at $53.00 per share in cash, without interest and subject to applicable withholding taxes. At the expiration of the tender offer on May 15, 2026, approximately 46.4 million shares, representing about 88.9% of Soleno’s outstanding common stock, had been validly tendered and not withdrawn.
Following the tender offer, Neurocrine completed the acquisition through the merger of a wholly owned subsidiary into Soleno under Delaware law, with Soleno continuing as a wholly owned subsidiary of Neurocrine. Remaining untendered shares were converted into the right to receive the same $53 per share cash consideration. Soleno’s common stock has ceased trading on the Nasdaq Capital Market as of May 18, 2026.
Support: Goldman Sachs served as exclusive financial advisor to Neurocrine, while Cooley LLP acted as legal advisor. Centerview Partners LLC and Guggenheim Securities, LLC advised Soleno financially, and Wilson Sonsini Goodrich & Rosati served as legal counsel.
KEY QUOTE:
“Today marks an important advancement in Neurocrine’s mission to deliver life-changing treatments for patients with significant unmet needs. We welcome our Soleno colleagues to Neurocrine and share their deep commitment to the Prader-Willi syndrome community, and we look forward to working together to make VYKAT XR available to more patients and their families.”
Kyle W. Gano, Ph.D., Chief Executive Officer, Neurocrine Biosciences
