{"url_path":"/sec/nbix/8-k/2026-05-18/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/914475/0001193125-26-228013-index.html","accession_number":"0001193125-26-228013","cik":"0000914475","ticker":"NBIX","issuer_name":"NEUROCRINE BIOSCIENCES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/914475/0001193125-26-228013-index.html","primary_entity_key":"0000914475","primary_entity_name":"NEUROCRINE BIOSCIENCES INC"},"word_count":1000,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nThe information set forth in the Introductory Note of this Report is incorporated by reference into this Item 2.01.\n\nThe Offer and related withdrawal rights expired as scheduled at one minute following 11:59 p.m. Eastern time on May 15, 2026 (such date and time, the “Expiration Date”). Purchaser was advised by Equiniti Trust Company, LLC, the depositary for the Offer, that as of the Expiration Date, a total of 46,356,114 Soleno Shares had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 88.9% of the issued and outstanding Soleno Shares as of the Expiration Date. As of the Expiration Date, the number of Soleno Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement), and all other conditions to the Offer were satisfied or waived. Promptly after the Expiration Date, Purchaser irrevocably accepted for payment all Soleno Shares validly tendered and not validly withdrawn pursuant to the Offer and payment of the Offer Price for such Soleno Shares will be made promptly in accordance with the terms of the Offer and the Merger Agreement.\n\nThe Company completed the acquisition of Soleno on May 18, 2026, by causing Purchaser to merge with and into Soleno (the “Merger”) pursuant to the Merger Agreement without any action by Soleno stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”), Purchaser was merged with and into Soleno, the separate existence of Purchaser ceased and Soleno continued as a direct wholly owned subsidiary of the Company.\n\nAt the Effective Time, each Soleno Share issued and outstanding immediately prior to the Effective Time (other than (i) Soleno Shares owned immediately prior to the Effective Time by Soleno (including those held in Soleno’s treasury), (ii) Soleno Shares owned both as of the commencement date of the Offer and immediately prior to the Effective Time by the Company, Purchaser, or any other direct or indirect wholly owned subsidiary of the Company, (iii) Soleno Shares irrevocably accepted by Purchaser for purchase pursuant to the Offer and (iv) Soleno Shares held by stockholders who have properly exercised and perfected their demands for appraisal of such Soleno Shares in accordance with the DGCL and have neither withdrawn nor lost such rights prior to the Effective Time) was canceled and ceased to exist and was converted into the right to receive the Offer Price, without interest and subject to any required withholding of taxes.\n\n \n\n2\n\nIn addition, pursuant to the terms of the Merger Agreement, effective as of immediately prior to the Effective Time, by virtue of the Merger, without any action on the part of Soleno, the Company, Purchaser or the holder thereof:\n\n(i) each option to purchase Soleno Shares (each, a “Soleno Option”) that was outstanding and unexercised as of immediately prior to the Effective Time and that did not have an exercise price per Soleno Share that was equal to or greater than the Offer Price, whether or not then vested or exercisable, was canceled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (x) the total number of Soleno Shares subject to such Soleno Option immediately prior to such cancellation multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Soleno Share underlying such Soleno Option;\n\n(ii) each Soleno Option that was outstanding and unexercised as of immediately prior to the Effective Time and that did have an exercise price per Soleno Share that was equal to or greater than the Offer Price, whether or not then vested or exercisable, was canceled and no holder thereof was entitled to any payment with respect to such Soleno Option before or after the Effective Time; and\n\n(iii) each restricted stock unit award with respect to Soleno Shares (each, a “Soleno RSU Award”) that was outstanding immediately prior to the Effective Time, whether or not then vested, vested fully and was canceled and converted into the right to receive an amount in cash, without interest and subject to any applicable withholding taxes, equal to (x) the number of Soleno Shares subject to such Soleno RSU Award immediately prior to such cancellation multiplied by (y) the Offer Price.\n\nAll amounts payable to current or former Soleno employees with respect to Soleno Options and Soleno RSU Awards will be paid as soon as reasonably practicable after the Effective Time (but no later than fifteen (15) days after the Effective Time) and will be subject to deduction for any required tax withholding.\n\nThe Soleno Shares underlying all warrants to purchase Soleno Shares (“Soleno Warrants”) that were exercised prior to the Effective Time were treated in the same manner as each Soleno Share outstanding immediately prior to the Effective Time. All Soleno Warrants that were outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, were treated as being simultaneously cashless exercised as of immediately prior to the Effective Time, subject to deduction for any required withholding taxes, in accordance with the terms and conditions specified in the applicable Soleno Warrant and the related warrant termination agreements between Soleno and the respective holders of the Soleno Warrants.\n\nThe aggregate cash paid by the Company and Purchaser in the Offer and the Merger was approximately $2.9 billion, plus related fees and expenses, which was funded by the Company from its available cash on hand.\n\nThe foregoing summary of the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026, and incorporated herein by reference."}