Solésence delays Q2 2026 10-Q over inventory issue

Solésence, Inc. (formerly Nanophase Technologies Corporation) notified investors that it will file its Form 10-Q for the quarter ended June 30, 2026 after the prescribed deadline.

Rhea-AI Filing Summary

Solésence, Inc. (formerly Nanophase Technologies Corporation) notified investors that it will file its Form 10-Q for the quarter ended June 30, 2026 after the prescribed deadline. The company is relying on the short filing extension available under Rule 12b-25.

The company disclosed that it recently discovered it had applied an improper inventory costing methodology and is determining appropriate corrective measures and the amount of the anticipated change to its results. Management also cautioned that forward-looking statements about the expected timing of the Form 10-Q filing are subject to risks, including the possibility that additional or different information may emerge before the report is filed.

Positive

• None.

Negative

• Discovery of an improper inventory costing methodology may require adjustments to reported results and has already delayed the Form 10-Q filing.

Filing Explained

This is a late-filing notification, not the quarterly report itself: the interim financial statements and liquidity update for the quarter ended June 30, 2026 remain unavailable here while the company determines the inventory-costing correction.

Key Figures

Reporting period: Quarter ended June 30, 2026 Notification date: August 14, 2026 CFO contact number: 630-771-6700

3 metrics

Reporting period Quarter ended June 30, 2026 Period covered by the delayed Form 10-Q

Notification date August 14, 2026 Date the late filing notification was signed by the CFO

CFO contact number 630-771-6700 Telephone number provided for questions about the late filing

Key Terms

improper inventory costing methodology, Rule 12b-25, forward-looking statements, Private Securities Litigation Reform Act of 1995

4 terms

improper inventory costing methodology financial

"it had applied an improper inventory costing methodology, and the registrant is in the process"

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

forward-looking statements regulatory

"This Form 12b-25 includes information that constitutes forward-looking statements within the meaning"

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 Private Securities Litigation Reform Act of 1995"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Solésence, Inc. (SLSN) file a late notification for its Form 10-Q?

Solésence, Inc. filed a late notification because it recently discovered it had used an improper inventory costing methodology. The company is determining corrective measures, which has delayed completion of the Form 10-Q for the quarter ended June 30, 2026.

What period does the delayed Solésence, Inc. (SLSN) Form 10-Q cover?

The delayed Form 10-Q for Solésence, Inc. covers the quarter ended June 30, 2026. The company expects to file within the Rule 12b-25 extension period while it resolves the inventory costing methodology issue.

What accounting issue did Solésence, Inc. (SLSN) identify in this notice?

Solésence, Inc. identified that it had applied an improper inventory costing methodology. The company is assessing appropriate corrective measures and the amount of the anticipated change to its financial results related to this issue.

Will Solésence, Inc. (SLSN) file its Form 10-Q within the Rule 12b-25 extension period?

The company states that the Form 10-Q is expected to be filed within the Rule 12b-25 extension period. However, it notes forward-looking statements are subject to risks, including new or different information before filing.

Who signed the late filing notice for Solésence, Inc. (SLSN) and when?

The late filing notice was signed by Laura Riffner, Chief Financial Officer of Solésence, Inc., dated August 14, 2026. Her contact telephone number is listed as 630-771-6700 for further information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:22 PM Accepted by SEC EDGAR 08/14/2026 - 04:15 PM Learn about SEC filing dates

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

(Check One)		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: June 30, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		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)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		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
		(c)		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		630		771-6700
(Name)		(Area Code)		(Telephone Number)

(2) 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

(3) 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
		Name: Laura Riffner, Chief Financial Officer