If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7
for other parties to whom copies are to be sent.
The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
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CUSIP No. 834203200
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Page
2
of 13
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(1)
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NAMES OF
REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
Jack
W. Schuler Living Trust
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(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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(3)
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SEC USE ONLY
|
(4)
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SOURCE OF FUNDS (see instructions)
WC
|
(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
0
|
|
(8)
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SHARED VOTING POWER
2,644,236 (1)
|
|
(9)
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SOLE DISPOSITIVE POWER
0
|
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(10)
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SHARED DISPOSITIVE POWER
2,644,236 (1)
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,644,236 (1)
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(12)
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
13.4%
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(14)
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TYPE OF REPORTING PERSON (see
instructions)
OO
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1. This amount includes 1,124,560 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined
herein).
SCHEDULE 13D
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CUSIP No. 834203200
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Page
3
of 13
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(1)
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NAMES OF
REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
Schuler Grandchildren LLC
EIN
26-1623709
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(2)
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
(3)
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SEC USE ONLY
|
(4)
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SOURCE OF FUNDS (see instructions)
WC
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
0
|
|
(8)
|
|
SHARED VOTING POWER
377,747 (1)
|
|
(9)
|
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SOLE DISPOSITIVE POWER
0
|
|
(10)
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SHARED DISPOSITIVE POWER
377,747 (1)
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,747 (1)
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(12)
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.0%
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(14)
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TYPE OF REPORTING PERSON (see
instructions)
OO
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1. This amount includes 160,651 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).
SCHEDULE 13D
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CUSIP No. 834203200
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Page
4
of 13
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(1)
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NAMES OF
REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
Tino
Hans Schuler Trust
EIN
36-7205456
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(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
(3)
|
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SEC USE ONLY
|
(4)
|
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SOURCE OF FUNDS (see instructions)
WC
|
(5)
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
(6)
|
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
0
|
|
(8)
|
|
SHARED VOTING POWER
377,747 (1)
|
|
(9)
|
|
SOLE DISPOSITIVE POWER
0
|
|
(10)
|
|
SHARED DISPOSITIVE POWER
377,747 (1)
|
(11)
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,747 (1)
|
(12)
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
(13)
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.0%
|
(14)
|
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TYPE OF REPORTING PERSON (see
instructions)
OO
|
1. This amount includes 160,651 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).
SCHEDULE 13D
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CUSIP No. 834203200
|
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Page
5
of 13
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(1)
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NAMES OF
REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
Tanya Eva Schuler Trust
EIN
36-7205458
|
(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
(3)
|
|
SEC USE ONLY
|
(4)
|
|
SOURCE OF FUNDS (see instructions)
WC
|
(5)
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
(6)
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
0
|
|
(8)
|
|
SHARED VOTING POWER
377,747 (1)
|
|
(9)
|
|
SOLE DISPOSITIVE POWER
0
|
|
(10)
|
|
SHARED DISPOSITIVE POWER
377,747 (1)
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,747 (1)
|
(12)
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.0%
|
(14)
|
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TYPE OF REPORTING PERSON (see
instructions)
OO
|
1. This amount includes 160,651 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).
SCHEDULE 13D
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CUSIP No. 834203200
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Page
6
of 13
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(1)
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NAMES OF
REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
Therese Heidi Schuler Trust
EIN
36-7205459
|
(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
(3)
|
|
SEC USE ONLY
|
(4)
|
|
SOURCE OF FUNDS (see instructions)
WC
|
(5)
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
(6)
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
0
|
|
(8)
|
|
SHARED VOTING POWER
377,747 (1)
|
|
(9)
|
|
SOLE DISPOSITIVE POWER
0
|
|
(10)
|
|
SHARED DISPOSITIVE POWER
377,747 (1)
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,747 (1)
|
(12)
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.0%
|
(14)
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
1. This amount includes 160,651 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).
SCHEDULE 13D
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CUSIP No. 834203200
|
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Page
7
of 13
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(1)
|
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NAMES OF
REPORTING PERSONS. I.R.S. Identification nos. of above persons (entities only)
Schuler Grandchildren 2010 Continuation Trust
EIN
27-6652785
|
(2)
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
(3)
|
|
SEC USE ONLY
|
(4)
|
|
SOURCE OF FUNDS (see instructions)
WC
|
(5)
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
(6)
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Illinois
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE VOTING POWER
0
|
|
(8)
|
|
SHARED VOTING POWER
377,747 (1)
|
|
(9)
|
|
SOLE DISPOSITIVE POWER
0
|
|
(10)
|
|
SHARED DISPOSITIVE POWER
377,747 (1)
|
(11)
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
377,747 (1)
|
(12)
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
(13)
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.0%
|
(14)
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
1. This amount includes 160,651 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).
SCHEDULE 13D
Item 1.
|
Security and Issuer.
|
The class of equity securities to which this Schedule 13D (this
Schedule 13D) relates is the Common Stock, par value $0.001 per share (the Common Stock), of Soleno Therapeutics, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are
located at 1235 Radio Road, Suite 110, Redwood City, CA 94065.
Item 2.
|
Identity and Background.
|
(a-c,
f) This Schedule
13D is filed on behalf of each of the following persons (collectively, the Reporting Persons):
|
i.
|
Jack W. Schuler Living Trust (the Living Trust)
|
100 N. Field Drive,
Suite 360
Lake Forest, Illinois 60045
|
ii.
|
Schuler Grandchildren LLC (the Grandchildren LLC)
|
100 N. Field Drive,
Suite 360
Lake Forest, Illinois 60045
|
iii.
|
Tino Hans Schuler Trust (the Tino Trust)
|
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
|
iv.
|
Tanya Eva Schuler Trust (the Tanya Trust)
|
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
|
v.
|
Therese Heidi Schuler Trust (the Therese Trust)
|
100 N. Field Drive,
Suite 360
Lake Forest, Illinois 60045
|
vi.
|
Schuler Grandchildren 2010 Continuation Trust (the Continuation Trust)
|
100 N. Field Drive, Suite 360
Lake Forest, Illinois 60045
Mr. Schuler is a citizen of the United States, and is principally engaged in the business of investing in securities. Mr. Schuler
serves as sole trustee to the Living Trust, a living trust established by Mr. Schuler and organized under the laws of the State of Illinois, and is the manager of the Grandchildren LLC. In such capacities, Mr. Schuler may be deemed to
beneficially own the shares held by the Living Trust and the Grandchildren LLC (collectively, the Jack W. Schuler Entities).
George Schuler is a citizen of the United States, and is principally engaged in the business of real estate. He serves as sole trustee to the
Tino Trust, Tanya Trust, Therese Trust and Continuation Trust (collectively, the George Schuler Entities). In such capacities, George Schuler may be deemed to beneficially own the shares held by the George Schuler Entities.
The Tino Trust, Tanya Trust and Therese Trust are irrevocable family trusts established for the benefit of the named beneficiary, and are
organized under the laws of the State of Illinois.
SCHEDULE 13D
(d) None of the Reporting Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount
of Funds or Other Consideration.
On December 11, 2017, the Issuer entered into a securities purchase agreement with the Living
Trust, Grandchildren LLC, Tino Trust, Tanya Trust, Therese Trust, the Continuation Trust and certain other institutional and accredited investors (the Purchase Agreement). Pursuant to the terms of the Purchase Agreement, the Issuer
agreed to issue and sell its shares of common stock (the Shares) in a private placement, at $1.8425 per share. Each Share was issued with a warrant to purchase 0.74 additional shares of the Issuers common stock at an exercise price
of $2.00 per share (each, a Warrant). The Living Trust purchased 1,519,676 Shares and a Warrant to purchase 1,124,560 Shares. The Grandchildren LLC and each of the George Schuler entities purchased 217,096 Shares and a Warrant to
purchase 160,651 Shares.
A total of $4,799,999.93 was paid to acquire the Shares and the warrants to purchase Shares by the Living Trust,
Grandchildren LLC and the George Schuler Entities in connection with the Purchase Agreement, including $2,800,003.03 for the Shares and Warrants acquired by the Living Trust, and $399,999.38 for the Shares and Warrants acquired by the Grandchildren
LLC and each of the George Schuler Entities. The source of the funds for acquisitions by the Living Trust, the Grandchildren LLC and the George Schuler Entities was working capital. No part of the purchase price was borrowed by the Living Trust, the
Grandchildren LLC or the George Schuler entities for the purpose of acquiring any securities discussed in this Item 3.
Item 4.
|
Purpose of Transaction.
|
The response to Item 3 in this Schedule 13D is incorporated
herein by reference.
The description and summary of the Purchase Agreement and the Warrants set forth above in Item 3 do not purport to
be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the form of Common Stock Purchase Warrant which are included as Exhibit 2 and Exhibit 3, respectively, and are incorporated herein by
reference.
Item 5.
|
Interest in Securities of the Issuer.
|
(a, b)
Jack W. Schuler Entities
Jack W. Schuler Living Trust
As of the date hereof, the Living Trust may
be deemed to beneficially own, in the aggregate, 2,644,236 Shares, consisting of 1,519,676
Shares and Warrants to acquire 1,124,560 Shares, which represents approximately 13.4% of the shares of common stock outstanding. This percentage of shares outstanding is based on a total of approximately 19,767,932 shares of common stock
outstanding, which
SCHEDULE 13D
is the sum of 10,502,256 shares of common stock outstanding immediately prior to closing (the
Pre-Closing
Shares) on December 15, 2017,
8,141,116 Shares issued at closing (the Closing Shares and with the
Pre-Closing
Shares, the Outstanding Shares), and 1,124,560 Shares issuable upon exercise of the Warrants held by the
Living Trust.
Schuler Grandchildren LLC
As of the date hereof, the Grandchildren LLC may
be deemed to beneficially own, in the aggregate, 377,747 Shares, consisting of 217,096
Shares and Warrants to acquire 160,651 Shares, which represents approximately 2.0% of the shares of common stock outstanding. This percentage of shares outstanding is based on a total of approximately 18,804,023 shares of common stock outstanding,
which is the sum of the Outstanding Shares and 160,651 Shares issuable upon exercise of the Warrants held by the Grandchildren LLC.
Jack W. Schuler
As sole
trustee of the Living Trust and as manager of the Grandchildren LLC, Mr. Schuler and the Living Trust and Grandchildren LLC, respectively, share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of,
the Shares held by the Living Trust and the Grandchildren LLC, respectively.
As of the date hereof, Mr. Schuler may be deemed to
beneficially own, in the aggregate, 3,021,983 Shares, consisting of the Shares and Warrants held by the Jack W. Schuler Entities, which represents approximately 15.2% of the shares of common stock outstanding. This percentage of shares outstanding
is based on a total of approximately 19,928,583 shares of common stock outstanding, which is the sum of the Outstanding Shares and 1,285,211 Shares issuable upon exercise of the Warrants held by the Jack W. Schuler Entities.
George Schuler Entities
As of the date hereof, each of the George Schuler Entities may be deemed to beneficially own, in the aggregate, 377,747 Shares, consisting of
217,096 Shares and Warrants to acquire 160,651 Shares, which represents approximately 2.0% of the shares of common stock outstanding, respectively. This percentage of shares outstanding is based on a total of approximately 18,804,023 shares of
common stock outstanding, which is the sum of the Outstanding Shares and 160,651 Shares issuable upon exercise of the Warrants held by each of the George Schuler Entities, respectively.
George Schuler
As sole
trustee of each of the George Schuler Entities, George Schuler shares with each such entity the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by the respective entity
As of the date hereof, George Schuler may be deemed to beneficially own, in the aggregate, 1,510,988 Shares, consisting of the Shares and
Warrants held by the George Schuler Entities, which represent approximately 7.8% of the shares of common stock outstanding. This percentage of shares outstanding is based on a total of approximately 19,285,976 shares of common stock outstanding,
which is the sum of the Outstanding Shares and 642,604 Shares issuable upon exercise of the Warrants held by the George Schuler Entities.
SCHEDULE 13D
(c) Other than the purchases in the Purchase Agreement as described in Item 3 and Item 4 of
this Schedule 13D, no transactions in shares of common stock have been effected by the Reporting Persons within the past 60 days.
(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by the Schedule 13D.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
The response set forth in Item 3 and Item 4 of this Schedule 13D is incorporated herein by reference.
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1: Joint Filing Agreement
Exhibit 2: Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K
filed by the Issuer on December 13, 2017)
Exhibit 3: Form of Common Stock
Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K
filed by the Issuer on December 13, 2017)
SCHEDULE 13D
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
|
Jack W. Schuler Living Trust
|
|
/s/ Jack W. Schuler
|
|
|
Name:
|
|
Jack W. Schuler
|
|
|
Title:
|
|
Trustee
|
|
Schuler Grandchildren LLC
|
|
/s/ Jack W. Schuler
|
|
|
Name:
|
|
Jack W. Schuler
|
|
|
Title:
|
|
Manager
|
|
Tino Hans Schuler Trust
|
|
/s/ H. George Schuler
|
|
|
Name:
|
|
H. George Schuler
|
|
|
Title:
|
|
Trustee
|
|
Tanya Eva Schuler Trust
|
|
/s/ H. George Schuler
|
|
|
Name:
|
|
H. George Schuler
|
|
|
Title:
|
|
Trustee
|
|
Therese Heidi Schuler Trust
|
|
/s/ H. George Schuler
|
|
|
Name:
|
|
H. George Schuler
|
|
|
Title:
|
|
Trustee
|
|
Schuler Grandchildren 2010 Continuation Trust
|
|
/s/ H. George Schuler
|
|
|
Name:
|
|
H. George Schuler
|
|
|
Title:
|
|
Trustee
|
January 12, 2018
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).