Solesence Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On May 27, 2025, Solésence, Inc. (the “Company”) entered into a (i) Third Amendment to Business Loan Agreement (the “Term Loan Agreement Amendment”) with Strandler, LLC, an affiliate of our controlling shareholder, Bradford T. Whitmore, (ii) Third Amendment to Amended and Restated Business Loan Agreement (the “A/R Loan Agreement Amendment”) with Beachcorp, LLC, which is also an affiliate of our controlling shareholder, Bradford T. Whitmore (“Beachcorp”), and (iii) Third Amendment to Business Loan Agreement with Beachcorp (the “Revolving Loan Agreement Amendment” and together with the Term Loan Agreement Amendment and the A/R Term Loan Agreement Amendment, the “Loan Agreement Amendments”). The Revolving Loan Agreement Amendment increased the maximum borrowing capacity thereunder from $5.2 million to $10.0 million. The A/R Loan Agreement Amendment increased the maximum borrowing capacity thereunder from $8.0 million to $12.0 million. In addition, the Loan Agreement Amendments extended the maturity date under each respective loan agreement from to October 1, 2025 to April 30, 2027. The Company entered into the Loan Agreement Amendments for working capital and other general corporate purposes.
The description of the terms and conditions of the Loan Agreement Amendments does not purport to be complete and is qualified in its entirety by the full text of the Loan Agreement Amendments, which are filed as exhibits to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On June 2, 2025, the Company issued a press release. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Term Loan Agreement Amendment, dated May 27, 2025. | |
| 10.2 | A/R Loan Agreement Amendment, dated May 27, 2025. | |
| 10.3 | Revolving Loan Agreement Amendment, dated May 27, 2025. | |
| 99.1 | Press Release, dated June 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
Dated: June 2, 2025
| NANOPHASE TECHNOLOGIES CORPORATION | ||
| By: | /s/ JESS JANKOWSKI | |
| Name: Jess Jankowski | ||
| Title: Chief Executive Officer | ||