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0000883107
SOLESENCE, INC.
0000883107
2025-09-03
2025-09-03
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): September 3, 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
1.01 Entry into a Material Definitive Agreement.
On September 3, 2025, Solésence,
Inc. (the “Company”) entered into an (i) Employment Agreement (the “Cureton Employment Amendment”) with Kevin
Cureton, (ii) Transition Employment Agreement (the “Jankowski Employment Amendment”) with Jess Jankowski, and (iii) Employment
Agreement (the “Riffner Employment Amendment” and together with the Cureton Employment Agreement and the Jankowski Employment
Agreement, the “Employment Agreements”) with Laura Riffner. In connection with the Employment Agreements, Kevin Cureton, age
64, who has served as Chief Operating Officer of the Company since 2019, was appointed as Chief Executive Officer and President of the
Company. Jess Jankowski, who previously served as Chief Executive Officer and Chief Financial Officer of the Company, will serve as Board
Advisor to the Company through his retirement on November 21, 2025, and Laura Riffner will serve as Chief Financial Officer of the Company,
in each case effective as of September 3, 2025. Ms. Riffner, age 53, previously served as Chief Financial Officer and then as Chief Finance
and Strategy Officer at Nagase America, a distributor and manufacturer of specialty chemicals. She also was previously the Chief Financial
Officer at Paxton/Patterson. Ms. Riffner holds a B.A. from Benedictine University in international business and is a licensed Certified
Public Accountant. Pursuant to the Cureton Employment Agreement, Mr. Cureton will receive an annual base salary of not less than $367,000
and shall be eligible for bonuses and stock option grants under the Company’s Equity Compensation Plan. Pursuant to the Riffner
Employment Agreement, Ms. Riffner will receive an annual base salary of not less than $270,000 and shall be eligible for bonuses and stock
option grants under the Company’s Equity Compensation Plan. Pursuant to the Jankowski Employment Agreement, Mr. Jankowski will receive
an annual base salary of not less than $366,912.00 through his retirement on November 21, 2025.
The
description of the terms and conditions of the Employment Agreements does not purport to be complete and is qualified in its entirety
by the full text of the Employment Agreements, which are filed as exhibits to this Current Report on Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Item
1.01 of this current report on Form 8-K is incorporated into this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Kevin
Cureton Employment Agreement, dated September 3, 2025. |
| 10.2 |
|
Jess
Jankowski Transition Employment Agreement, dated September 3, 2025. |
| 10.3 |
|
Laura Riffner
Employment Agreement, dated September 3, 2025. |
| 99.1 |
|
Press
Release, dated September 3, 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:
September 3, 2025
| |
SOLÉSENCE,
INC. |
|
| |
|
|
|
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By: |
/s/ KEVIN CURETON |
|
| |
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Name:
Kevin Cureton |
|
| |
|
Title:
President & Chief Executive Officer |
|
