Form 8-K

8-K — SOLESENCE, INC.

Accession: 0001171843-26-003273

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0000883107

SIC: 2844 (PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_051126.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: f8k_051126.htm · Sequence: 1

Form 8-K

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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): May 12, 2026

_______________________________

SOLESENCE, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware 001-42589 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 May 12, 2026, 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 May 12, 2026

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: May 12, 2026 By: /s/ Laura Riffner

Laura Riffner

Chief Financial Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: exh_991.htm · Sequence: 2

EdgarFiling

EXHIBIT 99.1

Solésence Reports First Quarter 2026 Financial Results

Advances implementation of Transform and Transcend strategic initiative across Operational Excellence and New Technology Commercialization

ROMEOVILLE, Ill., May 12, 2026 (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 first quarter ended March 31, 2026.

“In March, we introduced Transform and Transcend to our investor community, the strategic initiative that we began at the end of 2025,” commented Kevin Cureton, President and Chief Executive Officer. “Our first quarter results reflect our disciplined execution on this initiative, particularly on our first and foundational pillar, operational excellence. Combined with steady early progress in our efforts to further leverage our intellectual property, expand our addressable market, and evolve our service model to capture greater share of the value chain, Solésence is well positioned to drive long-term, sustainable profitability and growth.”

Recent Highlights and Accomplishments

Improved gross margin through disciplined execution of first pillar of Transform & Transcend Initiative: Operational Excellence.

Expanded OTC claims with commercialization of new platform technologies: WHSPR™ and Chromalüm™.

Added financial executive Marc James as new independent Director.

Laura Riffner, Chief Financial Officer, added, “In the first quarter, Solésence’s investments focused on its operational infrastructure, including employee training and organizational restructuring which created near-term pressure on profitability but also resulted in improved efficiency and reduced labor costs across the business. We expect this will position us for improved operational and financial results as we move through the year.”

First Quarter 2026 Financial Highlights

Revenue for the first quarter was $13.0 million, compared to $14.6 million for the same period in 2025.

Gross profit in the first quarter was $3.3 million, compared to $3.4 million for the same period in 2025.

Gross margin in the first quarter was 26%, compared to 23% for the same period in 2025.

Net loss for the first quarter was approximately $0.8 million, compared to net income of approximately $0.08 million for the same period in 2025.

Conference Call

Solésence will host its first quarter conference call on Tuesday, May 12, 2026, at 7:30 a.m. CT, 8:30 a.m. ET, to discuss its financial results and provide a business and financial update. On the call will be Kevin Cureton, President and Chief Executive Officer, and Laura Riffner, Chief Financial Officer.

Webcast Link: https://edge.media-server.com/mmc/p/t9uyyvcs

Dial-In Link: https://register-conf.media-server.com/register/BI8309d9a33aea468ab429e32ef4434b33

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 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, 2026. 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

SOLESENCE, INC

CONSOLIDATED BALANCE SHEETS

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)

March 31, December 31,

2026 2025

ASSETS (Unaudited)

Current assets:

Cash $ 573 $ 1,288

Trade accounts receivable 7,246 7,642

Allowance for credit losses (867 ) (806 )

Trade accounts receivable, net 6,379 6,836

Inventories, net 17,559 18,511

Prepaid expenses and other current assets 1,902 2,141

Total current assets 26,413 28,776

Equipment and leasehold improvements, net 14,746 14,329

Operating leases, right of use 6,598 6,913

Other assets, net 37 37

Total assets $ 47,794 $ 50,055

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Line of credit, accounts receivable, related party 3,047 4,767

Current portion of operating lease obligations 1,296 1,255

Accounts payable 4,672 4,098

Deferred revenue 1,165 930

Accrued expenses 2,511 2,879

Total current liabilities 12,691 13,929

Long-term portion of operating lease obligations 7,440 7,798

Long-term portion of line of credit, inventory, related party 9,500 9,500

Long-term portion of debt, related parties 1,000 1,000

Asset retirement obligations 196 194

Total long-term liabilities 18,136 18,492

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; 70,632,445 and 70,614,045 shares issued and outstanding on March 31, 2026 and December 31, 2025, respectively 706 706

Additional paid-in capital 115,665 115,566

Accumulated deficit (99,404 ) (98,638 )

Total stockholders' equity 16,967 17,634

Total liabilities and shareholders' equity $ 47,794 $ 50,055

SOLESENCE, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)

Three months ended

March 31,

2026 2025

Revenue:

Product revenue $ 12,919 $ 14,575

Other revenue 38 50

Net revenue 12,957 14,625

Cost of revenue 9,620 11,243

Gross profit 3,337 3,382

Operating expense:

Research and development expense 1,042 1,018

Selling, general and administrative expense 2,799 2,108

Net (loss) income from operations (504 ) 256

Interest income

Interest expense 263 176

Other nonoperating income 1 -

Net (loss) income before provision for income taxes (766 ) 80

Provision for income taxes - -

Net (loss) income $ (766 ) $ 80

Net (loss) income per share-basic $ (0.01 ) $ -

Weighted average number of common shares outstanding - basic 70,625,494 70,103,279

Net (loss) income per share-diluted $ (0.01 ) $ -

Weighted average number of common shares outstanding - diluted 70,625,494 72,632,116

SOLESENCE, INC

CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)

Three months ended

March 31,

2026 2025

Revenue:

Product revenue $ 12,919 $ 14,575

Other revenue 38 50

Net revenue 12,957 14,625

Cost of revenue detail:

Depreciation 302 216

Non-Cash equity compensation 20 27

Other costs of revenue 9,298 11,000

Cost of revenue 9,620 11,243

Gross profit 3,337 3,382

Operating expense:

Research and development expense detail:

Depreciation 4 4

Non-Cash equity compensation 18 27

Other research and development expense 1,020 987

Research and development expense 1,042 1,018

Selling, general and administrative expense detail:

Depreciation and amortization 6 6

Non-Cash equity compensation 46 73

Other selling, general and administrative expense 2,747 2,029

Selling, general and administrative expense 2,799 2,108

Net (loss) income from operations (504 ) 256

Interest income

Interest expense 263 176

Other nonoperating income 1 -

Net (loss) income before provision for income taxes (766 ) 80

Provision for income taxes - -

Net (loss) income $ (766 ) $ 80

Non-GAAP Disclosure (see note regarding Non-GAAP disclosures):

Addback Interest, net 263 176

Addback Depreciation/Amortization 312 226

Addback Non-Cash Equity Compensation 84 127

Subtract Non-Cash Other Income - -

Adjusted EBITDA $ (107 ) $ 609

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