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Marc James joins Solésence (Nasdaq: SLSN) board and key committees

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Solésence, Inc. announced that its Board of Directors appointed Marc James as a Class II independent director, effective April 24, 2026. He will serve for the remainder of the Class II term, ending at the 2026 Annual Meeting of Shareholders.

James joins the Board’s Audit and Finance, Compensation, and Nominating and Corporate Governance Committees. The company highlights his capital markets and strategic experience as support for its Transform & Transcend strategic initiative and long-term growth objectives.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director appointment effective date April 24, 2026 Effective date of Marc James joining the Solésence Board
Director term end 2026 Annual Meeting of Shareholders Expiration of current Class II director term
Press release date April 27, 2026 Date of Exhibit 99.1 announcing the appointment
independent director financial
"announced the appointment of Marc James to its Board of Directors as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit and Finance Committee financial
"Mr. James has been appointed to the following committees of the Board: Audit and Finance Committee"
A board-level group charged with overseeing a company’s financial reporting, internal checks and balances, audit processes and relationship with external auditors. Think of them as a trusted inspector and bookkeeper who verify that the company’s accounts are accurate, legal and transparent; their work matters to investors because strong oversight reduces the risk of errors or fraud, builds confidence in reported results and can affect valuation and access to capital.
Compensation Committee financial
"Mr. James has been appointed to the following committees of the Board: Audit and Finance Committee, Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Nominating and Corporate Governance Committee financial
"Mr. James has been appointed to the following committees of the Board: Audit and Finance Committee, Compensation Committee, and Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
forward-looking statements regulatory
"This press release contains words such as “expects,” “shall,” “will,” “believes,” and similar expressions that are intended to identify forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995"
False 0000883107 0000883107 2026-04-24 2026-04-24 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):  April 28, 2026 (April 24, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective April 24, 2026, the Board of Directors of the Company (the "Board") appointed Marc James to serve as a Class II Director of the Board for the remainder of the term of Class II Directors of the Board, expiring at the 2026 Annual Meeting of Shareholders of the Company. Mr. James has been appointed to the following committees of the Board: Audit and Finance Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated April 27, 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: April 28, 2026 By:  /s/ Laura Riffner        
    Laura Riffner
    Chief Financial Officer
   

 

 

EXHIBIT 99.1

Solésence, Inc. Announces Appointment of New Independent Director

Marc James to Join Board of Directors and Serve on Audit, Compensation, and Nominating Committees

ROMEOVILLE, Ill., April 27, 2026 (GLOBE NEWSWIRE) -- Solésence, Inc. (Nasdaq: SLSN), a leader in scientifically-driven health care solutions across beauty and life science categories, today announced the appointment of Marc James to its Board of Directors as an independent director, effective immediately. James will also serve as a member of the Company’s Audit Committee, Compensation Committee, and Nominating Committee.

The appointment reflects Solésence’s continued focus on maintaining its strong corporate governance and enhancing board expertise as the Company advances its Transform & Transcend strategic initiative and long-term growth objectives.

“We are pleased to welcome Marc to the Solésence Board of Directors,” said Kevin Cureton, President and Chief Executive Officer of Solésence. “Marc brings valuable leadership experience, strategic insight, and deep capital markets expertise. As we continue scaling our business, expanding relationships with brand partners, and executing against our growth strategy, his perspective will be a meaningful asset to our Board and shareholders.”

James is an accomplished executive with deep experience in global financial markets, having served in senior managing director roles advising corporate clients on capital markets activities, interest rate risk management, and financing strategies. His background spans finance, strategy, and governance, making him well-positioned to contribute to Solésence’s next phase of growth.

“I am honored to join the Solésence Board at such an exciting time for the Company,” said James. “Solésence has established a differentiated position at the intersection of beauty, skin health, and innovation. I look forward to working with the Board and management team to help build on the Company’s momentum and create long-term value for shareholders.”

Janet Whitmore, Chair of the Board of Solésence, added, “Marc’s appointment further expands the breadth of expertise of our Board. We look forward to his contributions as a member of the Audit, Compensation, and Nominating Committees as we remain focused on disciplined execution, operational excellence, and sustainable profitable growth.”

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

FAQ

What does Solésence (SLSN) announce in this 8-K filing?

Solésence announces the appointment of Marc James as a Class II independent director, effective April 24, 2026. He will serve on the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees, supporting governance as the company pursues its Transform & Transcend growth initiative.

Who is Marc James, the new independent director at Solésence (SLSN)?

Marc James is an experienced executive with a background in global financial markets and capital markets advisory. He has held senior managing director roles focused on capital markets activities, interest rate risk management, financing strategies, and governance, aligning with Solésence’s strategic growth and board expertise needs.

How long will Marc James serve on the Solésence (SLSN) board?

Marc James will serve as a Class II director for the remainder of the current term, which expires at the 2026 Annual Meeting of Shareholders. His role begins effective April 24, 2026, aligning his tenure with the existing Class II directorship cycle.

Which board committees will Marc James join at Solésence (SLSN)?

Marc James will serve on three key board committees: the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. These assignments position him within core oversight areas for financial reporting, executive pay, and board composition and governance practices.

How does Solésence (SLSN) describe its strategy around this board appointment?

Solésence links Marc James’s appointment to its focus on strong corporate governance and enhanced board expertise. The company references its Transform & Transcend strategic initiative and long-term growth objectives, suggesting his capital markets and strategic background complements its efforts to scale operations and expand brand partnerships.

What business focus does Solésence (SLSN) highlight in the press release?

Solésence highlights its role in scientifically-driven health care solutions across beauty and life science categories. It emphasizes redefined mineral-based sun protection, integrating protection, prevention, and treatment technologies into daily-use products, enabling partner brands to offer differentiated skin health and cosmetic performance claims to consumers.

Filing Exhibits & Attachments

5 documents