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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): October 5, 2026 (September 30, 2026)
SOLESENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42589 |
|
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)
_______________________________
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 30, 2026, Solésence, Inc. (the “Company”)
entered into a (i) Fourth Amendment to Business Loan Agreement (the “Term Loan Agreement Amendment”) with Strandler, LLC,
an affiliate of our controlling shareholder, Bradford T. Whitmore, (ii) Fourth 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) Fourth 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 Loan Agreement Amendments extended the maturity date under each respective
loan agreement from to April 30, 2027 to May 31, 2028.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Fourth Amendment to Term Loan Agreement, dated September 30, 2026. |
| 10.2 |
|
Fourth Amendment to A/R Loan Agreement, dated September 30, 2026. |
| 10.3 |
|
Fourth Amendment to Revolving Loan Agreement, dated September 30, 2026. |
| 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: October 5, 2026
| |
SOLÉSENCE, INC. |
| |
|
| |
|
| |
|
| |
By: |
/s/ Laura Riffner |
| |
|
Name: Laura Riffner |
| |
|
Title: Chief Financial Officer |
