8-K
SOLESENCE, INC. (SLSN)
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): March 29, 2023
_______________________________
NANOPHASE TECHNOLOGIES CORPORATION
(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)
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 |
|---|---|---|
| N/A | N/A | N/A |
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 2.02. Results of Operations and Financial Condition. On March 29, 2023, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press Release dated March 29, 2023 |
|---|---|
| 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.
| NANOPHASE TECHNOLOGIES CORPORATION | ||
|---|---|---|
| Date: March 29, 2023 | By: | /s/ Jess Jankowski |
| Jess Jankowski | ||
| Chief Executive Officer |
EdgarFiling EXHIBIT 99.1
Nanophase Reports Third Consecutive Year of Record Revenue for 2022
— Another record year with 27% YOY growth — Delivered $37 Million in full year revenue — In Beauty Science markets, Solésence revenue is up 27% YOY while Active Pharmaceutical Ingredients (API) sales are up 44%
ROMEOVILLE, Ill., March 29, 2023 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB: NANX), a leader in minerals-based and scientifically-driven health care solutions across beauty and life science categories — with innovations that protect skin from environmental aggressors and aid in medical diagnostics — today announced financial results for the fourth quarter and fiscal year ended December 31, 2022.
Jess Jankowski, President and Chief Executive Officer, commented: “We have had some big wins in 2022 and so far in 2023. However, while the last year clearly shows that we are one of the world’s best in terms of innovating and creating products that are broadly sought after by beauty consumers, we are keenly focused on achieving these same standards in the manufacturing and operating sides of our business.”
Kevin Cureton, Chief Operating Officer, commented: “Our top priority for 2022 was to ready our infrastructure to handle a multiple of our current volume to meet demand. However, we experienced some challenges, including the delay in the operationalization of our new facility, along with some one-time atypical expenses, all of which contributed to our loss for 2022. We look forwarding to discussing the year further on our conference call this week.”
Fourth Quarter and Full Year 2022 Financial Highlights
- Revenue for the fourth quarter was $8.3 million, vs. $7.4 million for the same period in 2021, a 12% increase.
- Revenue for the full year was $37.3 million vs. $29.5 million for the same period in 2021, a 27% increase.
For the full year of 2022:
- Solésence revenue was $23.1 million, up 27% from $18.2 million in 2021.
- Personal Care Ingredients revenue was $11.1 million, up 44% from $7.7 million in 2021.
- Advanced Materials revenue was $3.1 million, down 14% from $3.6 million in 2021.
- Net loss for the quarter was $2.0 million in 2022, or $0.04 per share, compared to a net loss of $0.4 million, or $0.01 per share, for 2021.
- Net loss for the full year 2022 was $2.6 million, or $0.05 per share, compared to net income of $2.3 million, or $0.05 per share, for 2021.
- We saw a loss for the full year 2022 amounting to $2.6 million, in part due to investments in current and future growth across facilities, engineering, new intellectual property, and the resumption of trade shows. Some atypical expense items amounted to $1.6M or slightly over 69% of our loss for the full year.
- Legal fees of $0.4M for litigation
- Social engineering cyber theft loss of $0.7M
- Accrued consulting fees for ERC credit of $0.2M
- Additional bad debt expense of $0.3M
Selected Operational Highlights
- Nanophase and Solésence Beauty Science were named in Fast Company’s World’s Most Innovative Companies for 2023, positioning us as No. 2 in the Beauty category.
- We received a Notice of Allowance for our award-winning Kleair™ technology in the United States, which covers claims that are highly sought after in skin health and cosmetics applications and will provide the Company with substantial added IP protection for the use of health-infused beauty products in the United States. We also received allowances in Australia and Israel for a plant-based UV absorber technology.
- We successfully completed the move of our filling and packaging operations to our new facility.
Conference Call Nanophase will host its Fourth Quarter and Year End 2022 conference call on Thursday, March 30, 2023, at 10:00 a.m. CDT, 11:00 a.m. EDT to discuss its financial results and provide a business and financial update. On the call will be Jess Jankowski, the Company’s President & CEO, joined by Kevin Cureton, the Company’s Chief Operating Officer.
Registration to dial-in, and/or participate in the Q&A, has recently changed.
Participant Registration: https://register.vevent.com/register/BI98de431c894c43d4b34f238120cb9077
To receive the dial-in number, as well as your personalized PIN, you must register at the above link. Once registered, you will also have the option to have the system dial-out to you once the conference call has begun. If you forget your PIN prior to the conference call, you can simply re-register.
The process for accessing the webcast as listen-only remains the same. The same link can be used after the call to access the replay 1-2 hours after the call. A Telco replay is no longer available.
Listen-Only Webcast & Replay: https://edge.media-server.com/mmc/p/y7xh9iuy
If a participant will be listen-only, they are encouraged to listen via the webcast.
Please connect to the conference at least five minutes before the call is scheduled to begin.
The call may also be accessed through the company’s website, at http://www.nanophase.com/, by clicking on Investor Relations, Investor News, and the links in this conference call announcement release.
FINANCIAL RESULTS AND NON-GAAP INFORMATION
Use of Non-GAAP Financial Information Nanophase believes that the presentation of results excluding certain items, such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, Generally Accepted Accounting Principles (“GAAP”) and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with GAAP.
About Nanophase Technologies Nanophase Technologies Corporation (OTCQB: NANX), www.nanophase.com, is a leading innovator in minerals-based and scientifically driven healthcare solutions across beauty and life science categories, as well as other legacy advanced materials applications. Leveraging a platform of integrated, patented and proprietary technologies, the Company creates products with unique performance, enhancing consumers' health and well-being. We deliver commercial quantity and quality engineered materials both as ingredients and as part of fully formulated products in a variety of formats.
About Solésence Beauty Science Solésence, www.solesence.com, a wholly owned subsidiary of Nanophase Technologies, is changing the face of skin health with patented, mineral-based technology that is embraced by leading performance-driven and clean beauty brands alike. Our patented products for brands transform the way mineral actives look, feel and function — enabling textures never-before-seen in the mineral space and inclusivity never-before-seen in the sun care space. Solésence’s innovative formulations offer best-in-class UV protection, unparalleled free radical prevention to protect against pollution, and enhanced antioxidant performance.
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 29, 2023. 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.
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||
|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | ||||||
| December 31, | ||||||
| 2021 | ||||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash | 2,186 | $ | 657 | |||
| Trade accounts receivable, less allowance for doubtful accounts of 139 | ||||||
| 4,734 | 3,937 | |||||
| Inventories, net | 8,839 | 6,095 | ||||
| Prepaid expenses and other current assets | 866 | 910 | ||||
| 16,625 | 11,599 | |||||
| Equipment and leasehold improvements, net | 7,949 | 4,712 | ||||
| Operating leases, right of use | 8,978 | 12,075 | ||||
| Other assets, net | 6 | 8 | ||||
| Total assets | 33,558 | $ | 28,394 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Line of credit, related party | 7,282 | $ | 1,351 | |||
| Current portion of finance lease obligations | - | 105 | ||||
| Current portion of operating lease obligations | - | 589 | ||||
| Accounts payable | 6,363 | 3,566 | ||||
| Current portion of deferred revenue | 2,167 | 783 | ||||
| Accrued expenses | 1,023 | 946 | ||||
| Total current liabilities | 16,835 | 7,340 | ||||
| Long-term portion of finance lease obligations | - | 6 | ||||
| Long-term portion of operating lease obligations | 9,823 | 11,700 | ||||
| Long-term debt, related party | 1,000 | 1,000 | ||||
| Long-term portion of deferred revenue | 21 | 661 | ||||
| Asset retirement obligations | 230 | 222 | ||||
| Total long-term liabilities | 11,074 | 13,589 | ||||
| Contingent liabilities | ||||||
| Stockholders' equity: | ||||||
| Preferred stock, .01 par value, 24,088 shares authorized and | ||||||
| - | - | |||||
| Common stock, .01 par value, 60,000,000 and 55,000,000 shares authorized; | ||||||
| 493 | 489 | |||||
| Additional paid-in capital | 105,226 | 104,423 | ||||
| Accumulated deficit | (100,070 | ) | (97,447 | ) | ||
| Total stockholders' equity | 5,649 | 7,465 | ||||
| Total liabilities and shareholders' equity | 33,558 | $ | 28,394 |
All values are in US Dollars.
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
| Three months ended | Years ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands except share and per share data) | ||||||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 8,216 | $ | 7,354 | $ | 36,731 | $ | 29,325 | ||||
| Other revenue | 45 | 11 | 586 | 150 | ||||||||
| Net revenue | 8,261 | 7,365 | 37,317 | 29,475 | ||||||||
| Operating expense: | ||||||||||||
| Cost of revenue | 7,298 | 6,197 | 28,957 | 20,785 | ||||||||
| Gross profit | 963 | 1,168 | 8,360 | 8,690 | ||||||||
| Research and development expense | 727 | 566 | 3,037 | 2,235 | ||||||||
| Selling, general and administrative expense | 2,088 | 902 | 7,581 | 3,896 | ||||||||
| Income/(loss) from operations | (1,852 | ) | (300 | ) | (2,258 | ) | 2,559 | |||||
| Interest expense | (150 | ) | (58 | ) | (382 | ) | (1,154 | ) | ||||
| Other income, net | - | - | - | 952 | ||||||||
| Income/(loss) before provision for income taxes | (2,002 | ) | (358 | ) | (2,640 | ) | 2,357 | |||||
| Provision for income taxes | (17 | ) | 37 | (17 | ) | 37 | ||||||
| Net income/(loss) | $ | (1,985 | ) | $ | (395 | ) | $ | (2,623 | ) | $ | 2,320 | |
| Net income per share-basic | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | 0.05 | |
| Weighted average number of basic shares outstanding | 49,260,295 | 48,774,542 | 49,117,000 | 45,021,173 | ||||||||
| Net income per share-diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.05 | ) | $ | 0.05 | |
| Weighted average number of diluted shares outstanding | 49,260,295 | 48,774,542 | 49,117,000 | 47,039,173 | ||||||||
| NANOPHASE TECHNOLOGIES CORPORATION | ||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE | ||||||||||||
| Three months ended | Years ended | |||||||||||
| December 31, | December 31, | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| (in thousands except share and per share data) | ||||||||||||
| Revenue: | ||||||||||||
| Product revenue, net | $ | 8,216 | $ | 7,354 | $ | 36,731 | $ | 29,325 | ||||
| Other revenue | 45 | 11 | 586 | 150 | ||||||||
| Net revenue | 8,261 | 7,365 | 37,317 | 29,475 | ||||||||
| Operating expense: | ||||||||||||
| Cost of revenue detail: | ||||||||||||
| Depreciation | 138 | 110 | 503 | 392 | ||||||||
| Non-Cash equity compensation | 24 | 8 | 95 | 44 | ||||||||
| Other costs of revenue | 7,136 | 6,079 | 28,359 | 20,349 | ||||||||
| Cost of revenue | 7,298 | 6,197 | 28,957 | 20,785 | ||||||||
| Gross profit | 963 | 1,168 | 8,360 | 8,690 | ||||||||
| Research and development expense detail: | ||||||||||||
| Depreciation | 8 | 9 | 34 | 37 | ||||||||
| Non-Cash equity compensation | 40 | 21 | 162 | 94 | ||||||||
| Other research and development expense | 679 | 536 | 2,841 | 2,104 | ||||||||
| Research and development expense | 727 | 566 | 3,037 | 2,235 | ||||||||
| Selling, general and administrative expense detail: | ||||||||||||
| Depreciation and amortization | 8 | 7 | 30 | 25 | ||||||||
| Non-Cash equity compensation | 106 | 7 | 366 | 22 | ||||||||
| Other selling, general and administrative expense | 1,974 | 888 | 7,185 | 3,849 | ||||||||
| Selling, general and administrative expense | 2,088 | 902 | 7,581 | 3,896 | ||||||||
| Income/(loss) from operations | (1,852 | ) | (300 | ) | (2,258 | ) | 2,559 | |||||
| Interest expense | (150 | ) | (58 | ) | (382 | ) | (1,154 | ) | ||||
| Other income, net | - | - | - | 952 | ||||||||
| Income/(loss) before provision for income taxes | (2,002 | ) | (358 | ) | (2,640 | ) | 2,357 | |||||
| Provision for income taxes | (17 | ) | 37 | (17 | ) | 37 | ||||||
| Net income/(loss) | $ | (1,985 | ) | $ | (395 | ) | $ | (2,623 | ) | $ | 2,320 | |
| Non-GAAP Disclosure (see note regarding Non-GAAP disclosures): | ||||||||||||
| Addback Interest, net | 150 | 58 | 382 | 1,154 | ||||||||
| Addback Depreciation/Amortization | 154 | 126 | 567 | 454 | ||||||||
| Addback Non-Cash Equity Compensation | 170 | 36 | 623 | 160 | ||||||||
| Addback Other Income, net | - | - | - | (952 | ) | |||||||
| Addback Provision for Income Taxes | (17 | ) | 37 | (17 | ) | 37 | ||||||
| Adjusted EBITDA | $ | (1,528 | ) | $ | (138 | ) | $ | (1,068 | ) | $ | 3,173 |
Investor Relations Contact: Phone: (630) 771-6736