UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-42589
CUSIP Number: 630079101
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☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: June 30, 2026 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Solésence, Inc.
(Full Name of Registrant)
Nanophase Technologies Corporation
(Former Name if Applicable)
1319 Marquette Drive
(Address of Principal Executive Office (Street and Number))
Romeoville, Illinois 60446
(City, State and Zip Code)
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
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The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
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(b) |
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The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) |
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant recently discovered that it had applied an improper inventory costing methodology, and the registrant is in the process
of determining appropriate corrective measures.
Cautionary Notice Regarding Forward-Looking Statements
This Form 12b-25 includes information that constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the
Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently
available to the Company. Such forward-looking statements include statements regarding the anticipated timing of filing the Form 10-Q.
By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause
actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements. These factors
include, without limitation, the risk that additional or different information may become known prior to the expected filing of the periodic
report described herein. Other risks affecting the Company are discussed in the Company’s filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except to the extent required by applicable laws.
PART IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard to this notification |
| Laura Riffner |
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630 |
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771-6700 |
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(Area Code) |
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(Telephone Number) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No |
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The registrant is in the process of determining
the amount of the anticipated change.
Solésence, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 14, 2026 |
By: |
/s/ Laura Riffner |
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Name: Laura Riffner, Chief Financial Officer |
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