8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 31, 2025

_______________________________

SOLESENCE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-22333	36-3687863
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1319 Marquette Drive

Romeoville, Illinois 60446

(Address of Principal Executive Offices) (Zip Code)

(630) 771-6708

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	SLSN	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1	Press Release dated July 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SOLESENCE, INC.
Date: July 31, 2025	By:	/s/ Jess Jankowski
		Jess Jankowski
		Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Solésence Reports Second Quarter 2025 Financial Results

Strong commercial execution drove revenue growth of 56% to $20.4 million

ROMEOVILLE, Ill., July 31, 2025 (GLOBE NEWSWIRE) -- Solésence, Inc. (Nasdaq: SLSN), a leader in scientifically-driven health care solutions across beauty and life science categories, today announced financial results for the second quarter ended June 30, 2025.   

Recent Highlights and Accomplishments

• Joined broad-market Russell 3000® and small-cap Russell 2000® Indexes
• Amended loan agreements to fuel growth initiatives

“During our seasonally highest-performing quarter, we’re pleased with the effectiveness of our commercial execution and the consistent, on-time delivery of products to our partners,” said Jess Jankowski, President and Chief Executive Officer of Solésence. “Innovation remains at the heart of our unique value proposition and is why leading brands continue to choose us. As the market continues to evolve, we are focused on equipping our partners with differentiated consumer products that enrich lives and promote well-being.”

Second Quarter 2025 Financial Results

• Revenue for the second quarter increased 56% to a record $20.4 million, compared to $13.0 million for the same period in 2024.
• Gross profit in the second quarter was $5.9 million, compared to $3.7 million for the same period in 2024.
• Gross margin in the second quarter was 29%, similar to the second quarter in 2024. 
• Net income for the second quarter was $2.7 million, which includes an Employee Retention Credit net receipt of approximately $1.2 million plus related interest, compared to a net income of $0.9 million for the same period in 2024.  

Second Quarter 2025 Operational Highlights

• Expanded debt facilities to support executing the Company’s long-term growth initiatives. The new facility expands the Company’s three loan agreements to a maximum borrowing capacity from $14.2 million to $23.0 million and extends the maturity date under each respective loan agreement from October 1, 2025 to April 30, 2027.
• Shipment volume increased 102% year-over-year.
• Production volume increased 127% year-over-year.
  

“Operationally, we improved gross margin sequentially from the first quarter, while ramping up production during our peak demand season,” said Kevin Cureton, Chief Operating Officer. “We appreciate the committed efforts of our team that enabled us to deliver another record unit volume quarter. Now with additional borrowing capacity from our debt facilities that we amended in June, we have enhanced our financial flexibility to further invest in our future and scale for growth.”

Conference Call

Solésence will host its first quarter conference call on Thursday, July 31, 2025, at 4:00 p.m. CDT, 5:00 p.m. EDT, to discuss its financial results and provide a business and financial update. On the call will be Jess Jankowski, President and Chief Executive Officer, and Kevin Cureton, Chief Operating Officer. 

Webcast Link: https://edge.media-server.com/mmc/p/7n5uumgk

Dial-In Link: https://register-conf.media-server.com/register/BI09c7b8c2d77f48ae92fcc4fbdbcd785a

To receive the dial-in number, as well as your personalized PIN, you must register at the above link. Once registered, you will also have the option to have the system dial-out to you once the conference call begins. If you forget your PIN prior to the conference call, you can simply re-register.

The call may also be accessed through the Company’s investor relations website, at https://ir.solesence.com/. Please join the conference call at least five minutes before prior to the start time.

FINANCIAL RESULTS AND NON-GAAP INFORMATION

Use of Non-GAAP Financial Information

Solésence believes that the presentation of results excluding certain items, such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, Generally Accepted Accounting Principles (“GAAP”) and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with GAAP.

About Solésence, Inc.

Solésence, Inc. (Nasdaq: SLSN), is a leader in scientifically-driven health care solutions across beauty and life science categories. With a mission to deliver joy through innovation, inclusivity and the science of beautiful skin, we have redefined mineral-based sun protection by maximizing transparency, effectiveness, aesthetics, and wearability — empowering individuals to embrace beauty on their own terms. Combining best-in-class skin health solutions with the celebration of self-care, we allow brands to deliver unique product claims and attributes by seamlessly integrating protection, prevention, and treatment technologies into daily use products. Learn more at solesence.com.

Forward-Looking Statements

This press release contains words such as “expects,” “shall,” “will,” “believes,” and similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company’s current beliefs, known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company’s results of operations, performance, and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, without limitation, the following: a decision by a customer to cancel a purchase order or supply agreement in light of the Company’s dependence on a limited number of key customers; uncertain demand for, and acceptance of, the Company’s engineered materials, ingredients, and fully formulated products; the Company’s manufacturing capacity and product mix flexibility in light of customer demand; the Company’s limited marketing experience; changes in development and distribution relationships; the impact of competitive products and technologies; the Company’s dependence on patents and protection of proprietary information; the resolution of litigation in which the Company may become involved; the impact of any potential new government regulations that could be difficult to respond to or too costly to comply with while remaining financially viable; the ability of the Company to maintain an appropriate electronic trading venue; and other factors described in the Company’s Form 10-K filed March 31, 2025. In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties, or other contingencies.  

Media Contact:
media@solesence.com

Investor Relations Contact:
investors@solesence.com

SOLÉSENCE, INC
CONSOLIDATED BALANCE SHEETS
(Unaudited Consolidated Condensed)
(in thousands except share and per share data)
			June 30,			December 31,
			2025			2024
ASSETS
Current assets:
	Cash		$	4,108		$	1,409
	Trade accounts receivable			12,470			5,655
	Allowance for credit losses			(1,421	)		(786	)
		Trade accounts receivable, net		11,049			4,869
	Inventories, net			19,832			20,267
	Prepaid expenses and other current assets			3,781			2,803
		Total current assets		38,770			29,348
	Equipment and leasehold improvements, net			13,559			12,734
	Operating leases, right of use			7,627			7,917
	Other assets, net			-			3
	Total assets		$	59,956		$	50,002
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Line of credit, accounts receivable, related party		$	6,099		$	-
	Current portion of line of credit, inventory, related party			9,500			4,000
	Current portion of debt, related parties			1,000			1,000
	Current portion of operating lease obligations			1,231			1,260
	Accounts payable			6,891			9,093
	Current portion of deferred revenue			2,169			5,571
	Accrued expenses			6,146			4,849
	Total current liabilities			33,036			25,773
	Long-term portion of operating lease obligations			8,482			9,037
	Asset retirement obligations			250			246
	Total long-term liabilities			8,732			9,283
Contingent liabilities
Stockholders' equity:
	Preferred stock, $.01 par value, 24,088 shares authorized and
		no shares issued and outstanding		-			-
	Common stock, $.01 par value, 95,000,000 shares authorized;
		70,481,945 and 70,103,279 shares issued and outstanding on June 30, 2025
		and December 31, 2024, respectively		704			700
	Additional paid-in capital			115,165			114,674
	Accumulated deficit			(97,681	)		(100,428	)
	Total stockholders' equity			18,188			14,946
	Total liabilities and shareholders' equity		$	59,956		$	50,002

SOLÉSENCE, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited Consolidated Condensed)
(in thousands except share and per share data)
			Three months ended				Six months ended
			June 30,				June 30,
			2025		2024		2025		2024
			(in thousands except share and per share data)
Revenue:
Product revenue			$	20,261	$	12,923	$	34,836	$	22,694
Other revenue				98		123		148		220
	Net revenue			20,359		13,046		34,984		22,914
Cost of revenue				14,482		9,306		25,725		15,594
	Gross profit			5,877		3,740		9,259		7,320
Operating expense:
Research and development expense				955		864		1,973		1,776
Selling, general and administrative expense				3,012		1,829		5,120		3,388
Income from operations				1,910		1,047		2,166		2,156
Interest income										-
	Interest expense, net			87		191		263		409
	Other income, net			1,234		-		1,234		-
Income before provision for income taxes				3,057		856		3,137		1,747
Provision for income taxes				390		-		390		-
Net income			$	2,667	$	856	$	2,747	$	1,747
Net income per share-basic			$	0.04	$	0.02	$	0.04	$	0.03
Weighted average number of basic shares outstanding				70,200,039		56,674,170		70,151,928		54,675,011
Net income per share-diluted			$	0.04	$	0.01	$	0.04	$	0.03
Weighted average number of diluted shares outstanding				72,548,819		58,709,170		72,497,829		56,662,011
SOLÉSENCE, INC
CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE (non-GAAP)
(Unaudited Consolidated Condensed)
(in thousands except share and per share data)
			Three months ended				Six months ended
			June 30,				June 30,
			2025		2024		2025		2024
			(in thousands except share and per share data)
Revenue:
Product revenue, net			$	20,261	$	12,923	$	34,836	$	22,694
Other revenue				98		123		148		220
	Net revenue			20,359		13,046		34,984		22,914
Operating expense:
Cost of revenue detail:
Depreciation				216		222		428		444
Non-Cash equity compensation				28		28		54		54
Other costs of revenue				14,238		9,056		25,243		15,096
	Cost of revenue			14,482		9,306		25,725		15,594
		Gross profit		5,877		3,740		9,259		7,320
Research and development expense detail:
Depreciation				4		5		7		11
Non-Cash equity compensation				28		32		55		65
Other research and development expense				923		827		1,911		1,700
	Research and development expense			955		864		1,973		1,776
Selling, general and administrative expense detail:
Depreciation and amortization				5		7		11		14
Non-Cash equity compensation				64		97		138		198
Other selling, general and administrative expense				2,943		1,725		4,971		3,176
	Selling, general and administrative expense			3,012		1,829		5,120		3,388
Income from operations				1,910		1,047		2,166		2,156
Interest expense, net				87		191		263		409
Other income, net				1,234		-		1,234		-
Income before provision for income taxes				3,057		856		3,137		1,747
Provision for income taxes				390		-		390		-
Net income			$	2,667	$	856	$	2,747	$	1,747
Non-GAAP Disclosure (see note regarding Non-GAAP disclosures):
	Addback Interest, net			87		191		263		409
	Addback Depreciation/Amortization			225		234		446		469
	Addback Non-Cash Equity Compensation			120		157		247		317
	Addback Provision for Income Taxes			390				390		-
	Adjusted EBITDA**		$	3,489	$	1,438	$	4,093	$	2,942
	**Includes $1,234 in other (cash) income from ERC in 2025

XML

Cover	Jul. 31, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2025
Entity File Number	000-22333
Entity Registrant Name	SOLESENCE, INC.
Entity Central Index Key	0000883107
Entity Tax Identification Number	36-3687863
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1319 Marquette Drive
Entity Address, City or Town	Romeoville
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60446
City Area Code	630
Local Phone Number	771-6708
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	SLSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false