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0000883107
SOLESENCE, INC.
0000883107
2025-08-28
2025-08-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 28, 2025
SOLÉSENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
0-22333 |
36-3687863 |
| (State or other |
(Commission |
(IRS Employer |
| jurisdiction of |
File Number) |
Identification No.) |
| incorporation) |
|
|
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 5.07. Submission of Matters to a Vote of Security
Holders.
On August 28, 2025, Solésence, Inc.
(the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). As of July 21, 2025, the record
date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 70,481,945 Shares
outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 61,205,907, or approximately 86.83% of the Shares,
were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Certificate of Incorporation.
There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on
at the Annual Meeting and the final voting results with respect to each such matter.
Proposal 1 – Election of two director
nominees.
| Nominee |
Votes For |
Votes Against |
Withheld |
Broker Non-Votes |
| R. Janet Whitmore |
55,548,531 |
0 |
1,019,946 |
4,637,430 |
| Laura M. Beres |
55,853,069 |
0 |
715,408 |
4,637,430 |
The shareholders elected each of the nominees
as directors.
Proposal 2 – Approval of the Company’s
2025 Equity Compensation Plan.
| |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| Votes Cast |
56,301,567 |
207,542 |
59,368 |
4,637,430 |
The shareholders approved the Company’s
2025 Equity Compensation Plan.
Proposal 3 – Ratification of the appointment
of RSM US LLP as the Company’s independent registered public accounting firm for 2025.
| |
Votes For |
Votes Against |
Abstentions |
|
| Votes Cast |
61,074,473 |
122,447 |
8,987 |
|
The shareholders ratified the appointment
of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
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 28, 2025
SOLÉSENCE, INC.
By:
/s/ JESS JANKOWSKI
Name: Jess Jankowski
Title: Chief Executive Officer
