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  4. [8-K] SOLESENCE, INC. Reports Material Event

Solésence (SLSN) says past financials can’t be relied on

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Solésence, Inc. (SLSN) reported that a review of inventory accounting for the quarter ended June 30, 2026 identified errors in its historical accounting for labor and overhead in inventories. The company used budget-based allocation methods that were not sufficiently supported and did not fully comply with ASC 330, Inventory, including capitalization limits and overhead allocation requirements.

As a result, Solésence concluded that inventories were overstated and cost of revenue misstated, which also affected gross profit, operating income (loss), income (loss) before income taxes, net income (loss), earnings (loss) per share, accumulated deficit, total stockholders’ equity and related disclosures for multiple prior periods. On August 17, 2026, the Audit Committee, Board of Directors and Executive Officers determined that consolidated financial statements as of and for the periods ended December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026 should no longer be relied upon and should be restated. Solésence expects to file amendments to its Annual Reports on Form 10-K for the years ended December 31, 2023, 2024 and 2025 and to its Quarterly Reports on Form 10-Q for the affected quarters, and has discussed these matters with its independent accountant.

Positive

  • None.

Negative

  • Non-reliance and restatement of multiple periods: On August 17, 2026, leadership determined that consolidated financial statements for December 31, 2023 through March 31, 2026 should no longer be relied upon and must be restated.
  • Noncompliance with ASC 330: The company concluded its historical inventory-costing process for labor and overhead did not comply with ASC 330, Inventory, indicating a significant accounting issue.
  • Widespread misstatements: Errors led to overstated inventories and misstated cost of revenue, gross profit, operating income (loss), net income (loss), EPS and total stockholders’ equity across the affected periods.

Insights

Analyzing...

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance
Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Affected annual periods Years ended December 31, 2023, 2024 and 2025 Annual financial statements that will be restated via amended Form 10-K filings
Affected interim periods Quarters ended March 31, 2024; June 30, 2024; September 30, 2024; March 31, 2025; June 30, 2025; September 30, 2025; March 31, 2026 Quarterly financial statements to be restated via Form 10-Q amendments
Triggering quarter Quarter ended June 30, 2026 Review of inventory accounting for this quarter led to identification of errors
Non-reliance decision date August 17, 2026 Date Audit Committee, Board and Executive Officers concluded prior statements should not be relied upon
Relevant accounting guidance ASC 330 and ASC 250; SAB Topic 1.M and Topic 1.N Standards and SEC staff guidance considered in assessing and correcting the error
ASC 330 financial
"did not comply with the inventory-costing requirements in ASC 330, Inventory."
ASC 250 financial
"After considering the requirements of ASC 250, Accounting Changes and Error Corrections"
ASC 250 is the accounting standard that governs how companies report changes in accounting policies and corrections of past errors in their financial statements. It requires companies to explain what changed, show how prior-period numbers are adjusted, and disclose the effect on earnings per share, like a kitchen note that tells you when a recipe was altered and how the final dish would differ if the original instructions had been used. Investors use these disclosures to compare results over time and understand whether reported changes reflect new information, previous mistakes, or simply a change in how results are measured.
SEC Staff Accounting Bulletin regulatory
"the quantitative and qualitative factors in SEC Staff Accounting Bulletin"
A SEC Staff Accounting Bulletin is guidance issued by the Securities and Exchange Commission’s accounting staff that explains how companies should apply accounting rules when preparing financial statements. Think of it as a referee’s clarification or a recipe tweak that helps make reporting consistent and easier to compare; investors pay attention because these bulletins can affect reported earnings, reveal accounting risks, and reduce the chance of restatements or regulatory questions.
inventory roll-forwards financial
"including general-ledger and inventory detail, cost-pool and burden-rate schedules, inventory roll-forwards"
normal capacity financial
"allocate fixed overhead based on normal capacity, or adjust standard or budgeted amounts"

FAQ

What did Solésence, Inc. (SLSN) announce in this 8-K?
Solésence, Inc. announced that errors in its historical inventory accounting for labor and overhead caused overstated inventories and misstated cost of revenue and related financial metrics, and that several previously issued consolidated financial statements should no longer be relied upon and will be restated.

Which Solésence (SLSN) financial statements are affected by the restatement?
The company stated that consolidated financial statements as of and for December 31, 2023, and for the quarters ended March 31, 2024 through March 31, 2026, including year-end periods 2024 and 2025, should no longer be relied upon and will be restated.

What accounting issue did Solésence (SLSN) identify in its inventories?
Solésence identified that its historical process for allocating labor and overhead among inventory categories used budget-based percentages and bases that were not sufficiently supported and did not comply with ASC 330, including requirements for capitalizing only eligible costs and proper overhead allocation.

Which financial metrics did the Solésence (SLSN) errors affect?
The company disclosed that errors affected inventories, cost of revenue, gross profit, operating income (loss), income (loss) before income taxes, net income (loss), basic and diluted earnings (loss) per share, accumulated deficit and total stockholders’ equity.

When did Solésence (SLSN) decide its prior statements should not be relied upon?
Solésence stated that on August 17, 2026, its Audit Committee, Board of Directors and Executive Officers concluded that several previously issued consolidated financial statements should no longer be relied upon and should be restated.

How will Solésence (SLSN) correct the identified accounting errors?
The company plans to file amendments to its Annual Reports on Form 10-K for the years ended December 31, 2023, 2024 and 2025 and to its Quarterly Reports on Form 10-Q for several quarters from March 31, 2024 through March 31, 2026.

Did Solésence (SLSN) discuss the restatement with its independent accountant?
Yes. Solésence disclosed that its Audit Committee has discussed the inventory accounting issues and the related non-reliance and restatement decision with the company’s independent accountant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 21, 2026 (August 17, 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) (IRS 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)

 

Not applicable

(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 Stock Market LLC

 

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

 

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

As previously disclosed in its Quarterly Report on Form 10-Q filed August 19, 2026, during its review of inventory accounting in connection with the preparation of its unaudited condensed consolidated financial statements for the quarter ended June 30, 2026, Solésence, Inc. (the “Company”) identified errors in its historical accounting for labor and overhead included in inventories. The historical process allocated certain labor and overhead between raw materials, work in process and finished goods using budget-based percentages and allocation bases that were not sufficiently supported. The process also did not consistently limit capitalized costs to eligible acquisition and production costs, allocate variable overhead based on actual activity, allocate fixed overhead based on normal capacity, or adjust standard or budgeted amounts so that they approximated actual cost. The Company concluded that the historical process did not comply with the inventory-costing requirements in ASC 330, Inventory.

 

As a result, inventories were overstated and cost of revenue were misstated. The errors also affected gross profit, operating income (loss), income (loss) before income taxes, net income (loss), basic and diluted earnings (loss) per share, accumulated deficit, total stockholders’ equity and related disclosures in the periods affected. The Company determined the correction from its accounting records, including general-ledger and inventory detail, cost-pool and burden-rate schedules, inventory roll-forwards and the Company’s internal inventory-cost model.

 

After considering the requirements of ASC 250, Accounting Changes and Error Corrections, and the quantitative and qualitative factors in SEC Staff Accounting Bulletin (“SAB”) Topic 1.M and Topic 1.N, on August 17, 2026, the Audit Committee, Board of Directors and Executive Officers of the Company concluded that the Company’s previously issued consolidated financial statements as of and for December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026 should no longer be relied upon and should be restated. The Company expects to file amendments, as applicable and necessary, to its Annual Reports on Form 10-K which will impact the years ended December 31, 2023, 2024 & 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025, September 30, 2025 and March 31, 2026 in the coming weeks.

 

The Audit Committee has discussed with the Company’s independent accountant the matters disclosed herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
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: August 20, 2026

 

  SOLÉSENCE, INC.
   
  By: /s/ Laura Riffner                     
    Name: Laura Riffner
 

 

Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

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