Form 8-K

8-K — SOLESENCE, INC.

Accession: 0001171843-26-002061

Filed: 2026-03-31

Period: 2026-03-31

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_033126.htm (Primary)

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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): March 31, 2026

_______________________________

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 March 31, 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 March 31, 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: March 31, 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 Fourth Quarter and Full-Year 2025 Financial Results

Full Year 2025 record revenue of $62.1 million

ROMEOVILLE, Ill., March 31, 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 fourth quarter and year ended December 31, 2025.

“In 2025, we achieved record revenue of $62.1 million, effectively doubling our line of consumer products in just two years. This affirmed both the value we bring to the industry, and our ability to establish ourselves as a leading innovator and manufacturer of SPF-infused beauty products,” said Kevin Cureton, President and Chief Executive Officer.

“In November, we launched Transform & Transcend. This is a broad-based strategic initiative that is aligning our operational execution with the changes in our organization brought on by our rapid commercial growth, and subsequently enables our company to capitalize on the market position we have established and the intellectual property investments we have made. Transform & Transcend is built on four core pillars: operational excellence through lean management principles, technology-driven expansion of our addressable market, increasing our share of the value chain through service model innovation, and collaborative globalization through entering new geographies in cooperation with our brand partners. Through the methodical execution of this initiative, our organization will be positioned to deliver sustainable, profitable growth above the industry averages and long-term value for our shareholders."

Laura Riffner, Chief Financial Officer, noted, “We exited 2025 with strong momentum due in part to organizational changes and the start of the Transform and Transcend initiative. Looking ahead to 2026, we are confident in our ability to deliver against our full-year objectives.”

Summary Fourth Quarter 2025 Financial Results

Fourth Quarter Financial Highlights

Revenue for the fourth quarter was $12.5 million, compared to $12.6 million for the same period in 2024.

Gross profit increased to $3.4 million in the fourth quarter, compared to $2.8 million for the same period in 2024.

Gross margin in the fourth quarter was 27%, compared to 22% for the same period in 2024.

Net income in the fourth quarter was approximately $0.2 million, compared to a net loss of approximately $0.6 million for the same period in 2024.

Summary Full Year 2025 Financial Results

Revenue for the twelve months ended December 31, 2025, was a record $62.1 million compared to $52.3 million, a 19% increase over the same period in 2024.

Gross profit for the twelve months ended December 31, 2025, was $16.1 million compared to $16.2 million over the same period in 2024.

Gross margin for the twelve months ended December 31, 2025, was 26%, compared to 31% for same period in 2024.

Net income for the twelve months ended December 31, 2025, was $1.8 million compared to $4.2 million in the same period in 2024.

Recent Highlights

Appointed Yoolie Park as Vice President of Brand Partnerships to drive commercialization strategy and further deepen and expand our relationships with our beauty brand partners.

Acquired 20 new brand partners in facial skincare and color cosmetics.

Expanded skin health patent protection through 16 U.S. and foreign patents across our technology platforms. This includes additional global patent protection for our award-winning Kleair™ technology; a skin health and healing technology that will be launching in 2026; and an emerging plant-based technology in our pipeline.

Conference Call

Solésence will host its fourth quarter conference call on Tuesday, March 31, 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/btv3gq6b

Dial-In Link: https://register-conf.media-server.com/register/BI2103cfa8634b4409927981d42999af41

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 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, 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

SOLÉSENCE, INC

CONSOLIDATED BALANCE SHEETS

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)

December 31, December 31,

2025 2024

ASSETS (Unaudited)

Current assets:

Cash $ 1,288 $ 1,409

Trade accounts receivable 7,642 5,655

Allowance for credit losses (806 ) (786 )

Trade accounts receivable, net 6,836 4,869

Inventories, net 18,511 20,267

Prepaid expenses and other current assets 2,141 2,803

Total current assets 28,776 29,348

Equipment and leasehold improvements, net 14,329 12,734

Operating leases, right of use 6,913 7,917

Other assets, net 37 3

Total assets $ 50,055 $ 50,002

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Line of credit, accounts receivable, related party $ 4,767 $ -

Current portion of line of credit, inventory, related party - 4,000

Current portion of debt, related parties - 1,000

Current portion of operating lease obligations 1,255 1,260

Accounts payable 4,098 9,093

Deferred revenue 930 5,571

Accrued expenses 2,879 4,849

Total current liabilities 13,929 25,773

Long-term portion of operating lease obligations 7,798 9,037

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

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

Asset retirement obligations 194 246

Total long-term liabilities 18,492 9,283

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;

70,614,045 and 70,103,279 shares issued and outstanding on

December 31, 2025 and 2024, respectively 706 700

Additional paid-in capital 115,566 114,674

Accumulated deficit (98,638 ) (100,428 )

Total stockholders' equity 17,634 14,946

Total liabilities and shareholders' equity $ 50,055 $ 50,002

SOLÉSENCE, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)

Three months ended Twelve months ended

December 31, December 31,

2025 2024 2025 2024

Revenue:

Product revenue $ 12,425 $ 12,411 $ 61,794 $ 51,890

Other revenue 58 156 270 457

Net revenue 12,483 12,567 62,064 52,347

Cost of revenue 9,049 9,801 46,001 36,159

Gross profit 3,434 2,766 16,063 16,188

Operating expense:

Research and development expense 1,035 1,091 4,090 3,837

Selling, general and administrative expense 2,213 1,898 10,401 7,219

Income (loss) from operations 186 (223 ) 1,572 5,132

Interest income

Interest expense 328 108 931 670

Other income, net (12 ) - 1,222 -

Income (loss) before provision for income taxes (154 ) (331 ) 1,863 4,462

Provision for income taxes (317 ) 227 73 227

Net income (loss) $ 163 $ (558 ) $ 1,790 $ 4,235

Net income (loss) per share-basic $ - $ (0.01 ) $ 0.03 $ 0.07

Weighted average number of common shares outstanding - basic 70,565,573 70,011,564 70,344,152 62,350,459

Net income (loss) per share-diluted $ - $ (0.01 ) $ 0.02 $ 0.07

Weighted average number of common shares outstanding - diluted 72,808,204 70,011,564 72,579,715 65,028,815

SOLÉSENCE, INC

CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)

Three months ended Twelve months ended

December 31, December 31,

2025 2024 2025 2024

Revenue:

Product revenue $ 12,425 $ 12,411 $ 61,794 $ 51,890

Other revenue

58 156 270 457

Net revenue 12,483 12,567 62,064 52,347

Cost of revenue detail:

Depreciation

212 218 861 881

Non-Cash equity compensation 39 44 112 124

Other costs of revenue 8,798 9,539 45,028 35,154

Cost of revenue 9,049 9,801 46,001 36,159

Gross profit 3,434 2,766 16,063 16,188

Operating expense:

Research and development expense detail:

Depreciation

3 4 14 21

Non-Cash equity compensation 43 53 139 152

Other research and development expense 989 1,034 3,937 3,664

Research and development expense 1,035 1,091 4,090 3,837

Selling, general and administrative expense detail:

Depreciation and amortization 5 6 22 26

Non-Cash equity compensation 125 151 324 449

Other selling, general and administrative expense 2,083 1,741 10,055 6,744

Selling, general and administrative expense 2,213 1,898 10,401 7,219

Income from operations 186 (223 ) 1,572 5,132

Interest income

Interest expense 328 108 931 670

Other income, net (12 ) - 1,222 -

Income before provision for income taxes (154 ) (331 ) 1,863 4,462

Provision for income taxes (317 ) 227 73 227

Net income (loss)

$ 163 $ (558 ) $ 1,790 $ 4,235

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

Addback Interest, net 328 108 931 670

Addback Depreciation/Amortization 220 228 897 928

Addback Non-Cash Equity Compensation 207 248 575 725

Subtract Non-Cash Other Income - - - -

Adjusted EBITDA $ 918 $ 26 $ 4,193 $ 6,558

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