Amendment: SEC Form SC 13D/A filed by Soleno Therapeutics Inc.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Names of Reporting Persons.

 Perceptive Advisors LLC

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 3,454,976

 Sole Dispositive Power

 0

 Shared Dispositive Power

 3,454,976

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,454,976

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 8.8%

 Type of Reporting Person (See Instructions)

 OO

 Names of Reporting Persons.

 Perceptive Life Sciences Master Fund, Ltd.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 WC

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 Cayman Islands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 3,454,976

 Sole Dispositive Power

 0

 Shared Dispositive Power

 3,454,976

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,454,976

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 8.8%

 Type of Reporting Person (See Instructions)

 CO

 Names of Reporting Persons.

 Joseph Edelman

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States of America

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 0

 Shared Voting Power

 3,454,976

 Sole Dispositive Power

 0

 Shared Dispositive Power

 3,454,976

 Aggregate Amount Beneficially Owned by Each Reporting Person

 3,454,976

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 8.8%

 Type of Reporting Person (See Instructions)

 IN

This Amendment No. 7 to the Schedule 13D is being filed by Perceptive Advisors LLC (“Perceptive Advisors”), Joseph Edelman (“Mr. Edelman”) and Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund,” and together with Perceptive Advisors and Mr. Edelman, each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”). Perceptive Advisors serves as the investment advisor to the Master Fund and Mr. Edelman is the managing member of Perceptive Advisors. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached as Exhibit 1 to the initial Schedule 13D filed May 18, 2023.

The address of the principal business office of each of the Reporting Persons is 51 Astor Place 10th Floor, New York, NY 10003.

The principal business of Perceptive Advisors is managing funds in connection with purchasing, holding and selling securities for investment purposes. The principal business of the Master Fund is to invest in securities. The principal occupation of Mr. Edelman is as the managing member of Perceptive Advisors and other related entities.

During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed on Schedule A to this Amendment No. 7 to Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons, nor to the Reporting Persons’ knowledge, any of the persons listed on Schedule A to this Amendment No. 7 to Schedule 13D, has 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 of 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, other than the previously announced settlement order entered into by Perceptive Advisors with the Securities and Exchange Commission dated September 6, 2022 (File No. 3-21031).

Perceptive Advisors is a Delaware limited liability company. Mr. Edelman is a United States citizen. The Master Fund is a Cayman Islands corporation.

The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 7 to Schedule 13D is incorporated by reference and assumes the exercise of pre-funded warrants held by the Reporting Persons to purchase 250,000 shares of the Issuer’s Common Stock (the “Pre-Funded Warrants”). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) if the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the “Beneficial Ownership Limitation”). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise all of its Pre-Funded Warrants for an aggregate of 250,000 shares of Common Stock. The percentage set forth in row 13 is based on 38,871,594 shares of Common Stock outstanding as of August 2, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024, and assumes the exercise of the Pre-Funded Warrants.

The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 7 to Schedule 13D is incorporated by reference and assumes the exercise of the Pre-Funded Warrants.

Except as set forth on Schedule B, no Reporting Person has effected any transaction in shares of Common Stock in the past sixty days.

By:

/s/ Joseph Edelman

Name: Joseph Edelman

Title: Managing Member

By:

/s/ Joseph Edelman

Name: Joseph Edelman

Title: Managing Member

/s/ Joseph Edelman

JOSEPH EDELMAN

Master Fund

Name and Citizenship

Position

Principal Business Address

Beneficial
Ownership of

Ordinary
Shares

Scott Dakers

(United Kingdom)

c/o Elian Fiduciary Services (Cayman) Limited

190 Elgin Avenue, George Town

Grand Cayman KY1-9007

Cayman Islands

Ernest A. Morrison

(United Kingdom)

Cox Hallett Wilkinson

Milner House

18 Parliament Street

P.O. Box HM 1561

Hamilton HM FX

Bermuda

James Nicholas

(United States)

c/o GenesisPoint LLC

30 Old Kings Highway S

Darien, CT 06820