SLSN 8-K
Solesence, Inc. (SLSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File Number) | Identification No.) |
| incorporation) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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 |
| The |
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. | |||
| By: | /s/ KEVIN CURETON | ||
| Name: Kevin Cureton | |||
| Title: President & Chief Executive Officer | |||
Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement dated and effective as of September 3, 2025 (this “Agreement”), is made between Solésence, Inc. f/k/a Nanophase Technologies Corporation, a Delaware corporation (with its successors and assigns, referred to as the “Company”), and Kevin Cureton (“Mr. Cureton”).
Preliminary Statement
Mr. Cureton has been continuously employed by the Company since November 2012, most recently in the position of Chief Operating Officer. The Company desires to continue his employment, now as Chief Executive Officer (“CEO”) and President, and Mr. Cureton wishes to be so employed by the Company, upon the terms and subject to the conditions set forth in this Agreement. The Company and Mr. Cureton also wish to enter into the other covenants stated in this Agreement, all of which are related to Mr. Cureton’s employment with the Company. In consideration of the mutual promises and covenants stated below, Mr. Cureton and the Company therefore agree as follows:
Agreement
1. Employment for Term. The Company employs Mr. Cureton, and he hereby accepts such employment with the Company, beginning on September 3, 2025, and renewing automatically on an annual basis until terminated pursuant to Section 7 below (the “Term”). Concurrent with the start of the Term, the parties confirm that the prior Employment Agreement between the Company and Mr. Cureton, dated as of November 28, 2012, has been terminated, and that no monies or benefits of any kind, including severance, are owed to Mr. Cureton under that prior Employment Agreement.
2. Position and Duties. During the Term, Mr. Cureton shall serve as the Company’s CEO and President, and shall report to the Board of Directors of the Company (the “Board”). During the Term, Mr. Cureton shall also hold such additional positions and titles as the Board may determine from time to time. During the Term, Mr. Cureton shall devote his best efforts and substantially all his business time to his duties as CEO and President of the Company. Unless authorized in advance by the Board, Mr. Cureton shall not terminate or suspend the employment of any officer of the Company, or terminate or suspend the services of any accountant or attorney representing the Company.
3. Signing Benefits. In consideration of and in reliance upon Mr. Cureton’s execution of this Agreement, and based entirely upon his acceptance his duties and obligations to the Company under this Agreement (specifically including, without limitation, his obligations under the restrictive covenants in Section 9 and the limitations in Section 10 of the Agreement), the Company shall provide Mr. Cureton with the following signing benefits: if the Company ends the Term for reasons other than “Cause” (as defined in Section 8(a)) and Mr. Cureton signs, without subsequent revocation, a Separation Agreement and Release in a form acceptable to the Company: (i) the Company shall pay Mr. Cureton a sum equal to his annualized base salary in effect at the time of termination for 52 full weeks after the effective date of termination, payable in equal installments on the Company’s regular pay cycle for officers; and (ii) all stock options granted to Mr. Cureton prior to termination shall become fully vested, and shall become exercisable (by Mr. Cureton, or upon his death or disability, by his heirs, beneficiaries, and personal representatives) in accord with the applicable option grant agreement and the Company’s 2010 Equity Compensation Plan and 2019 Equity Compensation Plan, each as amended (the “Plans”).
4. Compensation.
(a) Base Salary. The Company shall pay Mr. Cureton a base salary, beginning on the first day of the Term and ending on the last day of the Term, of not less than $367,000.00 per annum, payable in equal installments on the Company’s regular pay cycle for officers.
(b) Bonus Payment. Mr. Cureton will be eligible for discretionary bonuses in an amount up to 60% of his base salary for services to be performed as CEO and President of the Company based on performance milestones and metrics as determined by the Board.
(c) Stock Options. Subject to the provisions of the Company’s 2019 Equity Compensation Plan, and as determined by the Board in its sole discretion, Mr. Cureton shall be eligible for such stock options and other equity compensation as the Board deems appropriate.
(d) Other and Additional Compensation. Section 4(a) establishes the minimum annualized salary for Mr. Cureton during the Term, and shall not preclude the Board from awarding him a higher salary at any time or other compensation in the discretion of the Board.
5. Employee Benefits. During the Term, Mr. Cureton shall be entitled to the employee benefits made available by the Company generally to all other officers of the Company, subject to all the terms and conditions of the Company’s employee benefit plans in effect from time to time. Mr. Cureton shall be entitled to four (4) weeks of paid vacation during each year of the Term, accrued in accord with and subject to the Company’s vacation policy in effect from time to time.
6. Expenses. The Company shall reimburse Mr. Cureton for actual out-of-pocket expenses that he reasonably incurs in performing services as an officer of the Company in accord with the Company’s policy for such reimbursements applicable to employees generally, and upon receipt by the Company of appropriate documentation and receipts for such expenses.
7. Termination.
(a) General. The Term shall end (i) immediately upon Mr. Cureton’s death, or (ii) upon him becoming disabled (within the meaning of the Americans With Disabilities Act of 1991, as amended) and unable to perform fully all essential functions of his job, with or without reasonable accommodation, for a period of 120 calendar days. In addition, either Mr. Cureton or the Company may end the Term at any time for any reason or no reason, with or without Cause, in the absolute discretion of Mr. Cureton or the Board (but subject to each party’s obligations under this Agreement), provided that Mr. Cureton will give the Company at least two (2) weeks’ prior written notice of his resignation from any of his positions with the Company. Upon receipt of such written notice, the Company, in its sole discretion, may accelerate the effective date of the resignation to such date as the Company deems appropriate, and may deem the resignation applicable to Mr. Cureton’s employment, provided that he shall receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period.
2
(b) Notice of Termination. If the Company ends the Term, it shall give Mr. Cureton at least two (2) weeks prior written notice of the termination, including a statement of whether the termination was for “Cause” (as defined in Section 8(a) below). The Company, in its sole discretion, may accelerate the effective date of termination to such date as the Company deems appropriate, provided that Mr. Cureton shall receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period. The Company’s failure to give notice under this Section 7(b) shall not, however, affect the validity of the Company’s termination of the Term or Mr. Cureton’s employment, nor shall the lack of such notice entitle him to any rights or claims against the Company other than those arising from Mr. Cureton’s right to receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period.
8. Severance Benefits.
(a) “Cause” Defined. “Cause” means (i) willful or gross malfeasance or misconduct by Mr. Cureton in connection with his employment; (ii) Mr. Cureton’s negligence in performing any of the CEO’s or President’s duties; (iii) Mr. Cureton’s conviction of, or entry of a plea of guilty or nolo contendere with respect to, any felony or misdemeanor reflecting upon his honesty; (iv) Mr. Cureton’s breach of any written policy applicable to all employees adopted by the Company concerning conflicts of interest, political contributions, standards of business conduct or fair employment practices, procedures with respect to compliance with securities laws or any similar matters, or adopted pursuant to the requirements of any government regulation; or (v) Mr. Cureton’s breach of any material term or condition of this Agreement.
(b) Termination without Cause. If the Company ends the Term other than for Cause, Mr. Cureton shall receive the Signing Benefits provided under Section 3 of this Agreement, provided that he signs, without subsequent revocation, a Separation Agreement and Release in a form acceptable to the Company.
(c) Termination for Any Other Reason. If the Company ends the Term for Cause, or if Mr. Cureton resigns any of his positions or his employment with the Company, then the Company shall have no obligation to pay him any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law (or, with respect to the Options, as set forth in the Plans or the applicable option grant agreements), be forfeited immediately upon the end of the Term.
3
9. Additional Covenants.
(a) Confidentiality. Mr. Cureton reaffirms his acceptance of all his obligations under that certain Confidential Information and Proprietary Rights Agreement between the Company and him dated as of November 28, 2012. Mr. Cureton acknowledges that the Confidential Information (as defined in the Agreement of November 28, 2012 and below) constitutes a protectable business interest of the Company and gives the Company a competitive advantage in the marketplace, and covenants and agrees that at all times during the Term and for five (5) years after expiration of the Term, Mr. Cureton (x) shall take reasonable steps to safeguard the Confidential Information and protect it against disclosure, misuse, espionage, loss and theft, and (y) shall not, directly or indirectly, use or disclose or convey to any third party, any Confidential Information other than in the ordinary course of properly performing duties as an employee of the Company, whether or not such Confidential Information is developed by Mr. Cureton; provided, however, that Mr. Cureton may furnish such portion (and only such portion) of the Confidential Information as he is legally obligated to disclose if: (A) Mr. Cureton receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a governmental authority; and (B) to the extent not inconsistent with such request, he notifies the Company of the existence, terms and circumstances surrounding such request and consults with the Company on the advisability of taking steps available under applicable law or other legal requirements to resist or narrow the scope of the Confidential Information that must be disclosed; and (C) Mr. Cureton exercises reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (D) disclosure of such Confidential Information is required to prevent Mr. Cureton from being held in contempt or becoming subject to any other penalty under applicable law or other legal requirement. As used in this Agreement, the term “Confidential Information” means all information (whether or not specifically labeled or identified as “confidential”), in any form or medium, relating in any manner to the Company or its respective business, customers, suppliers, distributors or other business relations, including all information concerning finances, customer information, supplier information, products, services, prices, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies, unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property, designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols and processes. Confidential Information shall be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (A) related to the Company’s business and (B) not generally known to and available for use by the public other than as a result of any acts or omissions of Mr. Cureton. Confidential Information of the Company also means all similar information disclosed to the Company by third parties which is subject to confidentiality obligations.
(i) Notwithstanding the foregoing, Mr. Cureton understands that, pursuant to the Defend Trade Secrets Act of 2016, he shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state or local government official or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Mr. Cureton understands that the foregoing does not provide him with immunity against a claim related to taking or using trade secrets of the Company without authorization.
4
(b) “Non-Competition Period” Defined. “Non-Competition Period” means the period beginning at the end of the Term and ending twelve (12) months thereafter.
(c) Covenants of Non-Competition and Non-Solicitation.
(i) Mr. Cureton acknowledges that: [a] the Company will rely upon him to help maintain and grow the Company’s business and related functions; [b] he will have business relationships on the Company’s behalf with the Company’s significant customers, suppliers, and vendors, including those with whom the Company has long-term or near-permanent relationships; and [c] he will have access to, use or control of highly valuable non-public tangible Confidential Information about the Company’s developed and developing technology, inventions, innovations, equipment, methods and know-how concerning production and marketing of nano and larger particles, materials, and products, coated and uncoated (including ingredients, compositions, and fully formulated products), as well as highly valuable non-public tangible and non-tangible proprietary information about the Company’s technology, finances, pending transactions, business plans, customer identity, and customer dealings; and [d] the Company does business throughout the United States and internationally, and the restrictions stated below are necessary to protect the Company’s legitimate business interest, including its confidential information and customer relationships.
(ii) For the foregoing reasons, and in consideration of the benefits available to Mr. Cureton under Sections 3, 7(a), 7(b), and 8(b) of this Agreement, Mr. Cureton covenants that both during the Term of this Agreement and the subsequent Non-Competition Period, he shall not in any manner, directly or indirectly:
[A] Engage in, be financially interested in, represent, render advice or service of any kind to, or be employed by or in any way affiliated with, any other business (conducted for profit or not for profit) which is both (x) materially engaged in developing, producing, coating, refining, marketing, supplying, or selling nano or larger particles, materials (including powders, dispersions, slurries, and coatings), as ingredients, compositions, or fully formulated products, and that are (y) for applications, uses, or markets pertaining to skin health or skin care (including UV protection and sun or complexion care), cosmetics, medical diagnostics, optical surface polishing, or any other application, use, or market as to which the Company has undertaken product development or made sales during the last 12 months of Mr. Cureton’s employment (each a “Prohibited Business”).
[B] Whether on Mr. Cureton’s own behalf or on behalf of any other person or entity, (a) contact, solicit, accept business from, disrupt or in any way interfere with the Company’s business relationship with any person or entity that was a customer, supplier, or vendor of the Company during the last 12 months of Mr. Cureton’s employment, with respect to the type of business done by the Company, or (b) contact, solicit, or attempt to solicit for employment or engagement any persons who were officers, employees, or contractors of the Company at any time within a 180-day period before the date of Mr. Cureton’s termination.
5
(iii) The restrictions in this Section 9(c)(ii) shall not preclude Mr. Cureton from owning up to three percent (3%) of the voting securities of any Prohibited Business whose voting securities are registered under Section 12(g) of the Securities Exchange Act of 1934, so long as Mr. Cureton does not in any way participate in the Prohibited Business.
(d) Remedies.
(i) Injunctions. In view of Mr. Cureton’s access to the Company’s Confidential Information, and in consideration of the value of such property to the Company, he agrees that the covenants in this Section 9 are necessary to protect the Company’s interests in its proprietary information and trade secrets, and to protect and maintain customer and supplier relationships, to which Mr. Cureton would not have had access to or involvement in but for his employment with the Company. Mr. Cureton confirms that enforcement of the covenants in this Section 9 will not prevent him from earning a livelihood. Mr. Cureton further agrees that in the event of his actual or threatened breach of any covenant in this Section 9, the Company would be irreparably harmed, the full extent of injury resulting therefrom would be impossible to calculate, and the Company therefore will not have an adequate remedy at law. Accordingly, Mr. Cureton agrees that temporary and permanent injunctive relief are appropriate remedies against such breach, without bond or security; provided, however, that nothing herein shall be construed as limiting any other legal or equitable remedies available to the Company.
(ii) Enforcement. Mr. Cureton shall pay all costs and expenses (including, without limitation, court costs, investigation costs, expert witness and attorneys’ fees) incurred by the Company in connection with its successfully enforcing its rights under this Agreement. The Company shall have right to disclose the contents of this Agreement to any person or entity whom the Company believes Mr. Cureton has solicited in violation of this Agreement.
(iii) Arbitration. No dispute arising from Mr. Cureton’s actual or threatened breach of any covenant in this Section 9 shall be subject to arbitration. However, any other dispute or claim arising from any other provision of this Agreement, or relating to Mr. Cureton’s employment (whether based on statute, ordinance, regulation, contract, tort, or otherwise), shall be submitted to arbitration before a single arbitrator pursuant to the Employment Arbitration Rules of JAMS. Any such arbitration shall be conducted in Chicago, Illinois. An arbitration award rendered under this Section 9(d)(iii) shall be final and binding on the parties and may be submitted to any court of competent jurisdiction for entry of a judgment thereon in accord with the Federal Arbitration Act or the Illinois Arbitration Act.
6
(e) Acknowledgement. Mr. Cureton acknowledges that: (i) the Company has advised him to consult with an attorney before accepting the covenants in Section 9 and signing this Agreement; and (ii) he has been given 14 days to review those covenants before signing this Agreement. However, if Mr. Cureton so desires, he may sign this Agreement before the end of the 14-day review period.
10. Limitation On Claims. MR. CURETON AGREES THAT HE WILL NOT COMMENCE ANY ACTION OR SUIT RELATING TO MATTERS ARISING OUT OF HIS EMPLOYMENT WITH THE COMPANY (IRRESPECTIVE OF WHETHER SUCH ACTION OR SUIT ARISES OUT OF THE PROVISIONS OF THIS AGREEMENT) LATER THAN SIX MONTHS AFTER THE FIRST TO OCCUR OF (A) THE DATE SUCH CLAIM INITIALLY ARISES, OR (B) THE DATE MR. CURETON’S EMPLOYMENT TERMINATES FOR ANY REASON WHATSOEVER. MR. CURETON EXPRESSLY WAIVES ANY APPLICABLE STATUTE OF LIMITATIONS TO THE CONTRARY.
11. Successors and Assigns.
(a) Mr. Cureton. This Agreement is a personal contract, and the rights and interests that this Agreement provides to Mr. Cureton may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him. Except to the extent contemplated in Section 3(ii) above, Mr. Cureton shall not have any power of anticipation, alienation, or assignment of the payments contemplated by this Agreement, all rights of Mr. Cureton shall be for his sole personal benefit, and no other person shall acquire any right, title, or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment, or bankruptcy proceedings involving Mr. Cureton. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Mr. Cureton and his personal representatives, distributes, and legatees.
(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company, its successors and assigns, including but not limited to any person or entity that may acquire all or substantially all the Company’s assets or business or with which the Company may be consolidated or merged. This Agreement shall continue in full force and effect in the event the Company sells all or substantially all its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all its assets. The Company’s obligations under this Agreement shall cease, however, if the successor to the Company, the purchaser or acquirer either of the Company or of all or substantially all its assets, or the entity with which the Company has affiliated, shall assume in writing the Company’s obligations under this Agreement (and deliver an executed copy of such assumption to Mr. Cureton), in which case such successor or purchaser, but not the Company, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Company under this Agreement.
12. Entire Agreement. This Agreement and the other agreements referenced herein (other than the now-terminated prior Employment Agreement between the parties dated as of November 28, 2012) represent the entire agreement between the parties concerning Mr. Cureton’s employment with the Company and supersede all prior negotiations, discussions, understandings, and agreements, whether written or oral, between Mr. Cureton and the Company relating to the subject matters of this Agreement.
7
13. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Mr. Cureton and the Chair of the Company’s Board of Directors. No waiver by any party to this Agreement of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.
14. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or by email to the recipient at the address below indicated:
| To the Company: | Solésence,
Inc. 1319 Marquette Drive Romeoville, IL 60446 Attn: Janet Whitmore Chair, Board of Directors [email protected] |
| To Mr. Cureton: | Mr.
Kevin Cureton 1146 Wesley Avenue Evanston, Illinois 60202 [email protected] |
Or such other address, or to the attention of such other person as the recipient shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so personally delivered, or one day after deposit, if sent by courier, when confirmed received if sent by email, or if sent by US mail, five days after deposit in the U.S. first-class mail, postage prepaid.
15. Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable to any extent, the remainder of this Agreement shall not be affected, but shall remain in full force and effect. If any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be invalid, such provision shall not be determined to be entirely of no effect; instead, it is the intention and desire of both the Company and Mr. Curteon that any court of competent jurisdiction shall interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period, and such other constraints or conditions as shall be enforceable under the applicable law.
16. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
8
17. Headings. All descriptive headings of sections in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section.
18. Withholding Taxes. All salary, benefits, reimbursements and any other payments to Mr. Cureton under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required or permitted by law. In addition, all payments that are provided to Mr. Cureton shall be made so as to either comply with, or be exempt from, the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended.
19. Applicable Law: Jurisdiction. The laws of the State of Illinois shall govern the interpretation of the terms of this Agreement, without reference to rules relating to conflicts of law.
| Solésence, Inc. | ||
| By: | /s/ Janet Whitmore | |
| Janet
Whitmore Chair, Board of Directors | ||
| /s/ Kevin Cureton | ||
| Kevin Cureton |
9
Exhibit 10.2
TRANSITION EMPLOYMENT AGREEMENT
This Transition Employment Agreement dated and effective as of September 3, 2025 (this “Agreement”), is made between Solésence, Inc. f/k/a Nanophase Technologies Corporation, a Delaware corporation (with its successors and assigns, referred to as the “Company”), and Jess Jankowski (“Mr. Jankowski”).
Preliminary Statement
Mr. Jankowski has been continuously employed by the Company since 1995, most recently in the positions of President, Chief Executive Officer (“CEO”), and Chief Financial Officer (“CFO”). In connection with preparations for Mr. Jankowski’s forthcoming retirement and resignation from all his positions as an officer and as a director of the Company, and the Company’s reliance thereon, the Company desires to continue Mr. Jankowski’s employment, now as Board Advisor, and Mr. Jankowski wishes to be so employed by the Company, upon the terms and subject to the conditions set forth in this Agreement. The Company and Mr. Jankowski also wish to enter into the other covenants stated in this Agreement, all of which are related to Mr. Jankowski’s transition employment with the Company. In consideration of the mutual promises and covenants stated below, Mr. Jankowski and the Company therefore agree as follows:
Agreement
1. Continued Employment for Term. Mr. Jankowski’s employment under this Agreement shall begin on September 3, 2025 and end on or about November 21, 2025, unless terminated earlier pursuant to Section 7 below (the “Term”). Concurrent with the start of the Term, the parties confirm that the prior Employment Agreement between the Company and Mr. Jankowski, dated as of August 12, 2009, has been terminated, and that no monies or benefits of any kind, including severance, are owed to Mr. Jankowski under that prior Employment Agreement. The parties may extend the Term upon written agreement. Upon any extension of the Term, the terms and conditions of this Agreement shall remain effective.
2. Position and Duties. During the Term, Mr. Jankowski shall be employed as the Advisor to the Company’s Board of Directors (the “Board”). During the Term, Mr. Jankowski also shall hold such additional positions and titles, and perform such responsibilities, as the Company’s Board may determine from time to time. During the Term, Mr. Jankowski shall continue to devote his best efforts and substantially all his business time, consistent with his prior employment with the Company to date, to his duties as the Company’s Board Advisor.
3. Signing Benefits. In consideration of and in reliance upon Mr. Jankowski’s execution of this Agreement, and based entirely upon his accepting his duties and obligations to the Company under this Agreement (specifically including, without limitation, his obligations under the post-employment consulting covenant in Section 9, the restrictive covenants in Section 10, and the limitations in Section 11 of the Agreement), the Company shall provide Mr. Jankowski with the following signing benefits:
(a) If the Company ends Mr. Jankowski’s employment during the Term for reasons other than “Cause” (as defined in Section 8(a)), or Mr. Jankowski’s employment ends upon expiration of the Term, so long as Mr. Jankowski signs, without subsequent revocation, a Separation Agreement and Release in a form acceptable to the Company, the Company shall provide him with the following Severance Benefits:
(i) the Company shall pay Mr. Jankowski a sum equal to his annualized base salary in effect at the time of termination for 52 full weeks after the effective date of termination, payable in equal installments on the Company’s regular pay cycle for officers;
(ii) if Mr. Jankowski elects group health insurance continuation coverage under COBRA, the Company shall reimburse him for the cost of his COBRA insurance premiums for 12 months; and
(iii) all unvested stock options granted to Mr. Jankowski prior to termination shall become fully vested, and shall become exercisable (by Mr. Jankowski, or upon his death or disability, by his heirs, beneficiaries, and personal representatives) at any time before the expiration of each such stock option, as provided in the applicable option agreement. This period for exercising the stock options granted to Mr. Jankowski shall apply regardless of any shorter exercise period provided in the applicable option grant agreement and the Company’s 2010 Equity Compensation Plan and 2019 Equity Compensation Plan, each respectively as amended (the “Plans”).
| 4. | Compensation During the Term. |
(a) Base Salary. The Company shall pay Mr. Jankowski an annualized base salary, beginning on the first day of the Term and ending on the last day of the Term, of not less than $366,912.00 per annum, payable in equal installments on the Company’s regular pay cycle for officers.
(b) Bonus Payment. Mr. Jankowski will be eligible for discretionary bonuses for services to be performed as Board Advisor based on performance milestones as determined by the Company’s Board.
(c) Stock Options. Subject to the provisions of the Company’s 2019 Equity Compensation Plan, and as determined by the Board in its sole discretion, Mr. Jankowski shall be eligible for such stock options and other equity compensation as the Board deems appropriate.
(d) Other and Additional Compensation. Section 4(a) establishes the minimum annualized salary for Mr. Jankowski during the Term, and shall not preclude the Board from awarding him a higher salary at any time or other compensation in the discretion of the Board.
5. Employee Benefits. During the Term, Mr. Jankowski shall be entitled to the employee benefits made available by the Company generally to all other officers of the Company, subject to all the terms and conditions of the Company’s employee benefit plans in effect from time to time. During the Term, Mr. Jankowski shall be entitled to two (2) weeks of paid vacation and he may use any previously accrued vacation, subject to the Company’s vacation policy in effect from time to time. All accrued but unused vacation shall be paid out upon the end of the Term.
2
6. Expenses. The Company shall reimburse Mr. Jankowski for actual out-of-pocket expenses that he reasonably incurs in performing services as Board Advisor in accord with the Company’s policy for such reimbursements applicable to employees generally, and upon receipt by the Company of appropriate documentation and receipts for such expenses.
| 7. | Termination. |
(a) General. The Term shall end (i) immediately upon Mr. Jankowski’s death, or (ii) upon him becoming disabled (within the meaning of the Americans With Disabilities Act of 1991, as amended) and unable to perform fully all essential functions of his job, with or without reasonable accommodation, for a period of 60 calendar days. In addition, either Mr. Jankowski or the Company may end the Term at any time for any reason or no reason, with or without Cause, in the absolute discretion of Mr. Jankowski or the Board (but subject to each party’s obligations under this Agreement), provided that Mr. Jankowski will give the Company at least two (2) weeks’ prior written notice of his resignation from any of his positions with the Company. Upon receipt of such written notice, the Company, in its sole discretion, may accelerate the effective date of the resignation to such date as the Company deems appropriate, and deem the resignation applicable to Mr. Jankowski’s positions as Board Advisor, his employment, and his director position, provided that Mr. Jankowski shall receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period.
(b) Notice of Termination. If the Company ends Mr. Jankowski’s employment during the Term, it shall give Mr. Jankowski at least two (2) weeks prior written notice of the termination, including a statement of whether the termination was for “Cause” (as defined in Section 8(a) below). The Company, in its sole discretion, may accelerate the effective date of termination to such date as the Company deems appropriate, provided that Mr. Jankowski shall receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period. The Company’s failure to give notice under this Section 7(b) shall not, however, affect the validity of the Company’s termination of the Term or Mr. Jankowski’s employment, nor shall the lack of such notice entitle him to any rights or claims against the Company other than those arising from Mr. Jankowski’s right to receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period.
| 8. | Severance Benefits. |
(a) “Cause” Defined. “Cause” means (i) willful or gross malfeasance or misconduct by Mr. Jankowski in connection with his employment; (ii) negligence in performing any of the Board Advisor’s duties; (iii) Mr. Jankowski’s conviction of, or entry of a plea of guilty or nolo contendere with respect to, any felony or misdemeanor reflecting upon his honesty; (iv) Mr. Jankowski’s breach of any practices or written policy applicable to all employees adopted by the Company concerning conflicts of interest, political contributions, standards of business conduct or fair employment practices, procedures with respect to compliance with securities laws or any similar matters, or adopted pursuant to the requirements of any government regulation; or (v) Mr. Jankowski’s breach of any material term or condition of this Agreement.
3
(b) Termination without Cause. If the Company ends Mr. Jankowski’s employment during the Term other than for Cause, or if Mr. Jankowski’s employment ends upon expiration of the Term, Mr. Jankowski shall receive the Severance Benefits provided under Section 3(a) of this Agreement, provided that he signs, without subsequent revocation, a Separation Agreement and Release in a form acceptable to the Company.
(c) Termination for Any Other Reason. If the Company ends Mr. Jankowski’s employment during the Term for Cause, or if Mr. Jankowski resigns any of his positions or his employment with the Company, then the Company shall have no obligation to pay him any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law (or, with respect to the Options, as set forth in the Plans or the applicable option grant agreements), be forfeited immediately upon the end of the Term.
9. Post-Employment Consulting. After, or in connection with, the end of the Term, at the Company’s request and option, the parties will enter into a Consulting Agreement, in a form acceptable to the Company, under which Mr. Jankowski will be engaged to provide up to 80 hours of consulting services to the Company, as it determines are needed and upon reasonable notice to Mr. Jankowski, during the period when the severance under Section 3(a)(i) of the Agreement is paid to Mr. Jankowski (the “Consulting Term”). Mr. Jankowski will invoice the Company for his consulting services at the rate of $177.00 per hour.
| 10. | Additional Covenants. |
| (a) | Confidentiality. Mr. Jankowski reaffirms his acceptance of all his obligations under that certain Confidential Information and Proprietary Rights Agreement between the Company and him dated as of November 28, 1995. Mr. Jankowski acknowledges that the Confidential Information (as defined in the Agreement of November 28, 1995 and below) constitutes a protectable business interest of the Company and gives the Company a competitive advantage in the marketplace, and covenants and agrees that at all times during the Term and for five (5) years after expiration of the Term, Mr. Jankowski (x) shall take reasonable steps to safeguard the Confidential Information and protect it against disclosure, misuse, espionage, loss and theft, and (y) shall not, directly or indirectly, use or disclose or convey to any third party, any Confidential Information other than in the ordinary course of properly performing duties as an employee of the Company, whether or not such Confidential Information is developed by Mr. Jankowski; provided, however, that Mr. Jankowski may furnish such portion (and only such portion) of the Confidential Information as Mr. Jankowski is legally obligated to disclose if: (A) he receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a governmental authority; and (B) to the extent not inconsistent with such request, he notifies the Company of the existence, terms and circumstances surrounding such request and consults with the Company on the advisability of taking steps available under applicable law or other legal requirements to resist or narrow the scope of the Confidential Information that must be disclosed; and (C) he exercises reasonable best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (D) disclosure of such Confidential Information is required to prevent Mr. Jankowski from being held in contempt or becoming subject to any other penalty under applicable law or other legal requirement. As used in this Agreement, the term “Confidential Information” means all information (whether or not specifically labeled or identified as “confidential”), in any form or medium, relating in any manner to the Company or its respective business, customers, suppliers, distributors or other business relations, including all information concerning finances, customer information, supplier information, products, services, prices, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies, unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property, designs, specifications, documentation, components, source code, object code, schematics, drawings, protocols and processes. Confidential Information shall be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (A) related to the Company’s business and (B) not generally known to and available for use by the public other than as a result of any acts or omissions of Mr. Jankowski. Confidential Information of the Company also means all similar information disclosed to the Company by third parties which is subject to confidentiality obligations. |
4
(ii) Notwithstanding the foregoing, Mr. Jankowski understands that, pursuant to the Defend Trade Secrets Act of 2016, Mr. Jankowski shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state or local government official or to an attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Mr. Jankowski understands that the foregoing does not provide Mr. Jankowski with immunity against a claim related to taking or using trade secrets of the Company without authorization.
| (b) | “Non-Competition Period” Defined. “Non-Competition Period” means the period beginning at the later of the end of the Term or the end of a subsequent Consulting Term, and ending twelve (12) months thereafter. Notwithstanding anything contained in Section 10(c), nothing in this Agreement shall prohibit Mr. Jankowski from the passive ownership of less than three percent (3%) of any class of stock of any corporation that is listed on a national securities exchange or traded in the over-the-counter market, so long as Mr. Jankowski has no active participation in the business of such corporation. |
5
| (c) | Covenants of Non-Competition and Non-Solicitation. |
(i) Mr. Jankowski acknowledges that: [a] the Company will rely upon him to help maintain and grow the Company’s business and related functions; [b] he will have business relationships on the Company’s behalf with its significant customers, suppliers, and vendors, including those with whom the Company has long-term or near-permanent relationships; [c] he will have access to, use or control of highly valuable non-public tangible Confidential Information about the Company’s developed and developing technology, inventions, innovations, equipment, methods, and know-how concerning production and marketing of nano and larger particles, materials and products, coated and uncoated (including ingredients, compositions, and fully formulated products), as well as highly valuable tangible and non-tangible proprietary information about the Company’s technology, finances, pending transactions, business plans, customer identity, and customer dealings; and [d] the Company does business throughout the United States and internationally, and the restrictions stated below are necessary to protect the Company’s legitimate business interests, including its Confidential Information and customer relationships.
(ii) For the foregoing reasons, and in consideration of the benefits available to Mr. Jankowski under Sections 3(a), 7(a), 7(b), 8(b), and 9 of this Agreement, Mr. Jankowski covenants that during the Term of this Agreement, any Consulting Term, and the Non-Competition Period, he shall not in any manner, directly or indirectly:
[A] Engage in, be financially interested in, represent, render advice or service of any kind to, or be employed by, or in any way affiliated with, any other business (conducted for profit or not for profit), which is both (x) materially engaged in developing, producing, coating, refining, marketing, supplying, or selling nano or larger particles, materials (including powders, dispersions, and coatings), as ingredients, compositions, or fully formulated products, and that are (y) for applications, uses, or markets pertaining to skin health, skin care, beauty care, sun complexion care (including UV protection), cosmetics, OTC pharmaceuticals, or medical diagnostics (each a “Prohibited Business”).
[B] Whether on Mr. Jankowski’s own behalf or on behalf of any other person or entity: (a) contact, solicit, accept business from, disrupt or in any way interfere with the Company’s business relationship with any person or entity that was a customer, supplier, or vendor of the Company in connections with any Prohibited Business during the last twelve (12) months of Mr. Jankowski’s employment or during any subsequent Consulting Term, or (b) contact, solicit, or attempt to solicit for employment or engagement any persons who were officers, employees, or contractors of the Company at any time with the 180-day period before the date the Term ends.
6
(d) Remedies.
| i. | Injunctions. In view of Mr. Jankowski’s access to the Company’s Confidential Information, and in consideration of the value of such property to the Company, he agrees that the covenants in this Section 10 are necessary to protect the Company’s interests in its proprietary information and trade secrets, and to protect and maintain customer and supplier relationships, to which Mr. Jankowski would not have had access to or involvement in but for his employment with the Company. He confirms that enforcement of the covenants in this Section 10 will not prevent him from earning a livelihood. Mr. Jankowski further agrees that in the event of his actual or threatened breach of any covenant in this Section 10, the Company would be irreparably harmed, the full extent of resulting injury would be impossible to calculate, and the Company therefore will not have an adequate remedy at law. Accordingly, Mr. Jankowski agrees that temporary and permanent injunctive relief are appropriate remedies against such breach, without bond or security; provided, however, that nothing herein shall be construed as limiting any other legal or equitable remedies available to the Company. |
| ii. | Attorney’s Fees. Mr. Jankowski shall pay all costs and expenses (including, without limitation, court costs, investigation costs, expert witness and attorneys’ fees) incurred by the Company in connection with successfully enforcing its rights under this Agreement. The Company shall have the right to disclose the contents of this Agreement to any person or entity whom the Company believes Mr. Jankowski has solicited in violation of this Agreement. |
| iii. | Arbitration. No dispute arising from Mr. Jankowski’s actual or threatened breach of any covenant in this Section 10 shall be subject to arbitration. However, any other dispute or claim arising from any other provision of this Agreement, or related to Mr. Jankowski’s employment (whether based on statute, ordinance, contract, tort, or otherwise), shall be submitted to arbitration before a single arbitrator pursuant to the Employment Arbitration Rules of JAMS. Any such arbitration shall be conducted in Chicago, Illinois. An arbitration award rendered under this Section 10(d)(iii) shall be final and binding on the parties and may be submitted to any court of competent jurisdiction for entry of a judgment thereon in accord with the Federal Arbitration Act or the Illinois Arbitration Act. |
7
| (d) | Acknowledgement. Mr. Jankowski acknowledges that: (i) the Company has advised him to consult with an attorney, and he has done so, before accepting the covenants in Section 10 and signing this Agreement; and (ii) he has been given 14 days to review those covenants before signing this Agreement. However, if Mr. Jankowski so desires, he may sign this Agreement before the end of the 14-day review period. |
| 11. | Limitation on Claims. MR. JANKOWSKI AGREES THAT HE WILL NOT COMMENCE ANY ACTION OR SUIT RELATING TO MATTERS ARISING OUT OF HIS EMPLOYMENT WITH THE COMPANY (IRRESEPECTIVE OF WHETHER SUCH ACTION OR SUIT ARISES OUT OF THE PROVISIONS OF THIS AGREEMENT) LATER THAN SIX MIONTHS AFTER THE FIRST TO OCCUR OF (A) THE DATE SUCH CLAIM INITIALLY ARISES, OR (B) THE DATE MR. JANKOWSKI’S EMPLOYMENT TERMINATES FOR ANY REASON WHATSOEVER. MR. JANKOWSKI EXPRESSLY WAIVES ANY APPLICABLE STATUTE OF LIMITATIONS TO THE CONTRARY. |
| 12. | Successors and Assigns. |
(a) Mr. Jankowski. This Agreement is a personal contract, and the rights and interests that this Agreement provides to Mr. Jankowski may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him. Except to the extent contemplated in Section 3(a)(iii) above, Mr. Jankowski shall not have any power of anticipation, alienation, or assignment of the payments contemplated by this Agreement, all rights of Mr. Jankowski shall be for his sole personal benefit, and no other person shall acquire any right, title, or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment, or bankruptcy proceedings involving Mr. Jankowski. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Mr. Jankowski and his personal representatives, distributees, and legatees.
(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company, its successors and assigns, including but not limited to any person or entity that may acquire all or substantially all the Company’s assets or business or with which the Company may be consolidated or merged. This Agreement shall continue in full force and effect even if the Company sells all or substantially all its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all its assets. The Company’s obligations under this Agreement shall cease, however, if the successor to the Company, the purchaser or acquirer either of the Company or of all or substantially all its assets, or the entity with which the Company has affiliated, shall assume in writing the Company’s obligations under this Agreement (and deliver an executed copy of such assumption to Mr. Jankowski), in which case such successor or purchaser, but not the Company, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Company under this Agreement.
8
13. Entire Agreement. This Agreement and the other agreements referenced herein (other than the now-terminated prior Employment Agreement between the parties dated as of August 12, 2009) represent the entire agreement between the parties concerning Mr. Jankowski’s employment with the Company and supersede all prior negotiations, discussions, understandings, and agreements, whether written or oral, between Mr. Jankowski and the Company relating to the subject matters of this Agreement.
14. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Mr. Jankowski and the Chair of the Company’s Board of Directors. No waiver by any party to this Agreement of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time, or any subsequent time.
15. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by U.S. first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or by email to the recipient at the address below indicated:
To the Company:
|
Solésence, Inc. 1319 Marquette Drive Romeoville,
IL 60446
|
| To Mr. Jankowski: | Mr.
Jess Jankowski |
Or such other address, or to the attention of such other person as the recipient shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so personally delivered, or one day after deposit, if sent by courier, when confirmed received if sent by email, or if sent by US mail, five days after deposit in the U.S. first-class mail, postage prepaid.
16. Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable to any extent, the remainder of this Agreement shall not be affected, but shall remain in full force and effect. If any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be invalid, such provision shall not be determined to be entirely of no effect; instead, it is the intention and desire of both the Company and Mr. Jankowski that any court of competent jurisdiction shall interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period, and such other constraints or conditions as shall be enforceable under the applicable law.
9
17. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
18. Headings. All descriptive headings of sections in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section.
19. Withholding Taxes. All salary, benefits, reimbursements, and any other payments to Mr. Jankowski under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required or permitted by law. In addition, all payments that are provided to Mr. Jankowski shall be made so as to either comply with, or be exempt from, the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended.
20. Applicable Law: Jurisdiction. The laws of the State of Illinois shall govern the interpretation of the terms of this Agreement, without reference to rules relating to conflicts of law.
| Solésence, Inc. | ||
| By: | /s/ Janet Whitmore | |
| Janet
Whitmore Chair, Board of Directors | ||
| /s/ Jess Jankowski | ||
| Jess Jankowski |
10
Exhibit 10.3
EMPLOYMENT AGREEMENT
This Amended Employment Agreement dated and effective as of September 3, 2025 (this “Agreement”), between SOLESENCE, INC., a Delaware corporation (with its successors and assigns, referred to as the “Company”), and Laura Riffner, (referred to as Employee”).
Preliminary Statement
The Company desires to employ Employee, and Employee wishes to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement. The Company and Employee also wish to enter into the other covenants set forth in this Agreement, all of which are related to Employee’s employment with the Company. In consideration of the mutual promises and covenants stated below, Employee and the Company therefore agree as follows:
Agreement
1. Employment for Term. The Company employs Employee, and Employee hereby accepts employment as an Employee of the Company, beginning on September 3, 2025, and renewing automatically on an annual basis until terminated pursuant to Section 7 below (the “Term”).
2. Position and Duties. During the Term, Employee shall serve as Chief Financial Officer (CFO) and shall report to the President & CEO of the Company or his/her successor. During the Term, Employee shall also hold such additional positions and titles as the President & CEO, his/her successor or the Board of Directors of the Company (the “Board”) may determine from time to time. Employee shall devote his/her best efforts to his/her duties as the CFO and an Employee of the Company.
3. Signing Benefits. In consideration of and in reliance upon Employee’s execution of this Agreement, and based entirely upon Employee’s acceptance of the duties and obligations to the Company under this Agreement (specifically including, without limitation, Employee’s obligations under the covenants in Section 9, and the restrictions in Section 10 of the Agreement), the Company shall provide Employee with signing benefits including:
(a) A payment of $1,000.00 as consideration for Employee accepting his/her non-competition and non-solicitation obligations in Section 9(d) below, payable in the second pay period after the start of employment; and
(b) A grant of stock options, as provided under Section 4(c) below; and
(c) If the Company ends the Term for reasons other than “Cause” (as defined in Section 8(a)), and Employee signs without subsequent revocation, a Separation Agreement and Release in a form acceptable to the Company, all stock options granted to Employee prior to termination shall become fully vested, and shall become exercisable (by Employee, or upon her death or disability, by her heirs, beneficiaries and personal representatives) in accordance with the applicable option grant agreement and the Company’s 2019 Equity Compensation Plan (the “Plan”) or such successor stock option plan as may govern any particular option grant agreement; and
4. Compensation.
(a) Base Salary. The Company shall pay Employee a base salary, beginning on the first day of the Term and ending on the last day of the Term, of not less than $270,000 per annum, payable on the Company’s regular pay cycle for professional employees.
(b) Premium Pay and Bonuses. Employee will be eligible for discretionary premium pay and bonuses in the amount of 40% of the Employee’s base salary for services to be performed as an Employee of the Company based on performance and achieving milestones agreed upon by Employee and the President & CEO of the Company, or his/her successor, and approved by the Board. Bonus performance, and ultimately payment, is determined by performance metrics set for the Company, approved by the Board, and may differ from metrics defined in offer letter.
(c) Stock Options. As a signing benefit and in connection with Employee’s execution of this Agreement, a continuing benefit during the term of Employee’s term of employment with Solésence, Inc., and upon approval of the Company’s Compensation and Governance Committee (the “Compensation Committee”), the Company has granted to Employee non-qualified options to purchase up to 60,000 shares of the Company’s common stock under the terms of the Company’s Plan, with a grant date of September 3, 2025 and vesting at the rate of 20,000 shares on September 3, 2026, then 20,000 shares on September 3, 2027, and 20,000 shares on September 3, 2028. The stock price of the options will be determined as of the closing market price of the Company’s stock on September 3, 2025. Subject to the provisions of the Company’s Plan, and as determined by the Compensation Committee in its sole discretion, Employee shall be eligible for such additional stock options and other equity compensation as the Compensation Committee deems appropriate.
(d) Other and Additional Compensation. Section 4(a) establishes the minimum salary level for Employee during the Term and shall not preclude the Compensation Committee from awarding Employee a higher salary at any time, nor shall they preclude the Compensation Committee from awarding Employee bonuses or other compensation in the discretion of the Compensation Committee.
5. Employee Benefits. During the Term, Employee shall be entitled to participate, or waive participation, in all employee benefit plans made available by the Company generally to all its other Employees, subject to all the terms and conditions of the Company’s benefit plans in effect from time to time. Employee shall be entitled to paid time off (“PTO”) during each year of the Term, subject to the Company’s PTO policy in effect from time to time.
6. Expenses. The Company shall reimburse Employee for actual out-of-pocket expenses reasonably incurred by Employee in performing services as an Employee of the Company in accord with the Company’s policy for such reimbursements in effect from time to time.
7. Termination.
(a) General. The Term shall end (i) immediately upon Employee’s death, or (ii) upon Employee becoming disabled (within the meaning of the Americans With Disabilities Act of 1991, as amended) and unable to perform fully all essential functions of his/her job, with or without reasonable accommodation, for a period of 150 calendar days. Either Employee or the Company may end the Term at any time for any reason or no reason, with or without Cause, in the absolute discretion of Employee or the Board (but subject to each party’s obligations under this Agreement), provided that Employee will provide the Company with at least two (2) weeks prior written notice of Employee’s resignation from his/her position as an employee with the Company. Upon receipt of such written notice from Employee, the Company, in its sole discretion, may accelerate the effective date of the resignation to such date as the Company deems appropriate, provided that Employee shall receive the compensation required under Section 4(a) of this Agreement for a full two (2) week period.
(b) Notice of Termination. If the Company ends the Term, it shall give Employee written notice of the termination, including a statement of whether the termination was for “Cause” (as defined in Section 8(a) below). The Company’s failure to give notice under this Section 7(b) shall not, however, affect the validity of the Company’s termination of the Term or Employee’s employment, nor shall the lack of such notice entitle Employee to any rights or claims against the Company.
2 of 6
8. Separation Benefits.
(a) “Cause” Defined. “Cause” means (i) willful or gross malfeasance or misconduct by Employee in connection with Employee’s employment; (ii) Employee’s negligence in performing any of Employee’s duties under this Agreement; (iii) Employee’s conviction of, or entry of a plea of guilty or nolo contendere with respect to, any felony or misdemeanor reflecting upon Employee’s honesty; (iv) Employee’s breach of any written policy applicable to all employees adopted by the Company concerning conflicts of interest, political contributions, standards of business conduct or fair employment practices, procedures with respect to compliance with securities laws or any similar matters, or adopted pursuant to the requirements of any government contract or regulation; or (v) breach by Employee of any of the material terms and conditions of this Agreement.
(b) Termination without Cause. The Employee will become eligible for notice pay after December 3, 2025. If, after December 3, 2025, but prior to December 3, 2026, the Company ends the Term other than for Cause, Employee shall receive twenty-six (26) weeks’ notice pay, provided that Employee signs, without subsequent revocation, a Separation Agreement and Release in a form acceptable to the Company. After December 3, 2026, notice pay will be reduced to thirteen weeks (13).
(c) Termination for Any Other Reason. If the Company ends the Term for Cause, or if Employee resigns as an employee of the Company, then the Company shall have no obligation to pay Employee any amount, whether for salary, benefits, premium pay, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law (or, with respect to the Options, as set forth in the Plan or the applicable option grant agreements), be forfeited immediately upon the end of the Term.
9. Additional Covenants.
(a) Confidentiality. Employee confirms his/her acceptance of all his/her obligations under that certain Confidential Information and Proprietary Rights Agreement between Employee and the Company dated as of September 3, 2025.
(b) “Non-Competition Period” Defined. “Non-Competition Period” means the period beginning at the end of the Term and ending twenty-four (24) months thereafter.
(c) “Non-Solicitation Period” Defined. “Non-Solicitation Period” means the period beginning at the end of the Term and ending twenty-four (24) months thereafter.
(d) Covenants of Non-Competition and Non-Solicitation.
(i) Employee acknowledges that: [a] the Company relies upon Employee to help maintain and grow the Company’s business and related functions; [b] Employee has had and will continue to have business relationships on the Company’s behalf with the Company’s significant customers, suppliers and vendors with whom the Company has exclusive, long-term or near-permanent relationships; and [c] Employee has had and will continue to have access to, use or control of highly valuable non-public tangible and non-tangible confidential information about the Company’s developed and developing technology, inventions, equipment, methods and know-how concerning nanomaterial production, coating and marketing, as well as highly valuable non-public tangible and non-tangible proprietary information about the Company’s finances, pending transactions, Customer identity and Customer dealings.
(ii) For the foregoing reasons, and in consideration of the benefits available to Employee under Sections 3, 7(a) and 8(b) of this Agreement, Employee covenants that both during the term of this Agreement and the subsequent Non-Competition Period, Employee shall not in any manner, directly or indirectly:
3 of 6
[A] Whether on Employee’s own behalf or on behalf of any other person or entity, (a) contact, solicit, accept business from, disrupt or in any way interfere with the Company’s business relationship with any person or entity that was a customer, supplier or vendor of the Company during Employee’s employment, with respect to the type of business done by the Company, or (b) contact, solicit or attempt to solicit for employment or engagement any persons who were officers, employees or contractors of the Company at any time within a 180-day period before the date of Employee’s termination.
[B] Engage in, be financially interested in, represent, render advice or service of any kind to, or be employed by, or in any way affiliated with, any other business (conducted for profit or not for profit), which is both (x) materially engaged in developing, producing, coating, refining, marketing, supplying, or selling nano or larger particles, materials (including powders, dispersions, and coatings), as ingredients, compositions, or fully formulated products, and that are (y) for applications, uses, or markets pertaining to skin health, skin care, beauty care, sun complexion care (including UV protection), cosmetics, OTC pharmaceuticals, or medical diagnostics.
(iii) Employee acknowledges that: [a] the Company has advised him/her to consult with an attorney before accepting the covenants in Section 9(d) above and signing this Agreement; and [b] she has been given 14 days to review those covenants before signing this Agreement.
10. Limitation On Claims. EMPLOYEE AGREES THAT HE/SHE WILL NOT COMMENCE ANY ACTION OR SUIT RELATING TO MATTERS ARISING OUT OF HIS/HER EMPLOYMENT WITH THE COMPANY (IRRESPECTIVE OF WHETHER SUCH ACTION OR SUIT ARISES OUT OF THE PROVISIONS OF THIS AGREEMENT) LATER THAN SIX MONTHS AFTER THE FIRST TO OCCUR OF (A) THE DATE SUCH CLAIM INITIALLY ARISES, OR (B) THE DATE EMPLOYEE’S EMPLOYMENT TERMINATES FOR ANY REASON WHATSOEVER. EMPLOYEE EXPRESSLY WAIVES ANY APPLICABLE STATUTE OF LIMITATION TO THE CONTRARY.
11. Successors and Assigns.
(a) Employee. This Agreement is a personal contract, and the rights and interests that this Agreement accords to Employee may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by Employee. Except to the extent contemplated in Section 3(b) above, Employee shall not have any power of anticipation, alienation or assignment of the payments contemplated by this Agreement, all rights and benefits of Employee shall be for the sole personal benefit of Employee, and no other person shall acquire any right, title or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgment or bankruptcy proceedings against Employee. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Employee and Employee’s personal representatives, distributees, and legatees.
(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company and its successors and assigns, including but not limited to any person or entity that may acquire all or substantially all of the Company’s assets or business or with which the Company may be consolidated or merged. This Agreement shall continue in full force and effect in the event the Company sells all or substantially all of its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all of its assets. The Company’s obligations under this Agreement shall cease, however, if the successor to the Company, the purchaser or acquirer either of the Company or of all or substantially all of its assets, or the entity with which the Company has affiliated, shall assume in writing the Company’s obligations under this Agreement (and deliver an executed copy of such assumption to Employee), in which case such successor or purchaser, but not the Company, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Company under this Agreement.
4 of 6
12. Entire Agreement. This Agreement and the other agreements referenced herein represent the entire agreement between the parties concerning Employee’s employment with the Company and supersede all prior negotiations, discussions, understandings, and agreements, whether written or oral, between Employee and the Company relating to the subject matter of this Agreement.
13. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Employee and by a duly authorized officer of the Company other than Employee. No waiver by any party to this Agreement of any breach by another party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time, or any subsequent time.
14. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or by facsimile to the recipient at the address below indicated:
| To the Company: | Solésence, Inc. |
1319 Marquette Drive
Romeoville, IL 60446
Attn: President & Chief Executive Officer
| To Employee: | Laura Riffner |
421 Valley Road, Itasca, IL 60143
Email: [email protected]
or such other address or facsimile number, or to the attention of such other person as the recipient shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so personally delivered, or one day after deposit, if sent by courier, when confirmed received if sent by facsimile, or if mailed, five days after deposit in the U.S. first-class mail, postage prepaid.
15. Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable to any extent, the remainder of this Agreement shall not be affected, but shall remain in full force and effect If any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be invalid, such provision shall not be determined to be entirely of no effect; instead, it is the intention and desire of both the Company and Employee that any court of competent jurisdiction shall interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions as shall be enforceable under the applicable law.
16. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
17. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.
5 of 6
18. Withholding Taxes. All salary, benefits, reimbursements, and any other payments to Employee under this Agreement shall be subject to all applicable payroll and withholding taxes and deductions required by any law, rule or regulation of any federal, state or local authority.
19. Applicable Law: Jurisdiction. The laws of the State of Illinois shall govern the interpretation of the terms of this Agreement, without reference to rules relating to conflicts of law.
SOLESENCE, INC.
| By: | /s/ Jess Jankowski | 9/3/2025 |
| Jess Jankowski, President & Chief Executive Officer | Date |
| By: | /s/ Laura Riffner | 9/3/2025 | |
| Laura Riffner | Signature | Date |
6 of 6
Exhibit 99.1
Solésence Announces Key Leadership Appointments to Drive Future Innovation and Growth
Strategic transformation of Solésence
continues with Kevin Cureton promoted to President and Chief Executive Officer;
Laura Riffner named Chief Financial Officer; Jess Jankowski to serve as Board Advisor
Romeoville, Ill., September 3, 2025 – Solésence, Inc. (Nasdaq: SLSN), a leader in scientifically-driven health care solutions across beauty and life science categories, today announced strategic changes to its executive leadership. Kevin Cureton, a driving force behind the company’s expansion and innovation, will assume the role of President and Chief Executive Officer. Laura Riffner has been appointed Chief Financial Officer, bringing decades of financial expertise in enhancing operational excellence and efficiency. Jess Jankowski, who has been at the helm of the company as Chief Executive Officer since 2009, will serve as Board Advisor until his retirement from the company and its Board of Directors on November 21, 2025.
Effective immediately, these leadership changes are part of a wider strategic transformation for the company. In the first half of 2025, Solésence rebranded from Nanophase Technologies, a move that reflected the success of the Solésence Beauty Science platform and resolidified the company’s mission to deliver joy through innovation, inclusivity and the science of beautiful skin. On April 8, Solésence uplisted to Nasdaq, increasing the company’s visibility with the investment community and driving greater value to its shareholders. Building on this momentum, these key leadership appointments will position Solésence for continued success in delivering high-performance skin care, sun care and color cosmetics products to its brand partners and, ultimately, consumers worldwide.
“Looking back over my 30 years working with and leading the talented and inspiring team at Solésence, their accomplishments are a testament to their unwavering commitment to our mission. Not only has the company transformed from an advanced materials company into a skin health innovator, but we have also revolutionized mineral-based sun and environmental protection in beauty, expanded the business with new products and markets, and set the stage for long-term profitability,” said Jankowski. “The elevation of Kevin’s role to President and Chief Executive Officer is a direct reflection of the growth and innovation achieved under his leadership. His partnership with Laura, a proven leader with a strong track record of maximizing profitability, marks a new era of growth for Solésence. I look forward to collaborating with Kevin and Laura to manage what I believe will be a smooth transition as we continue fulfilling our mission to help heal and protect the world through best-in-class skin health solutions.”
“On behalf of the Board, I want to express our gratitude to Jess for his extraordinary leadership and dedication to Solésence. He has been instrumental to the company’s success, navigating us through remarkable growth and challenges with unwavering commitment, and setting the company on its current trajectory for continued growth and future achievements,” said Janet Whitmore, Chair of the Board of Directors for Solésence. “As Jess transitions to his role as Board Advisor, we are delighted that Kevin will be our next CEO. During the company’s rebranding and throughout his tenure at Solésence, Kevin’s strategic thinking, creativity and unbounded enthusiasm have made him an unshakeable leader. We are confident that his visionary approach will lead us to new heights.”
“It has been a privilege to partner with Jess, whose deep history with the company and forward-thinking leadership has helped Solésence to become the innovative beauty science leader it is today. The company’s evolution is a testament to his relentless commitment to growth through scientific excellence,” said Cureton. “This next chapter for Solésence holds several pathways for growth and we are excited to continue shaping the future of beauty through industry-leading skin health products that consumers love to use.”
Laura Riffner brings more than 35 years of experience across finance management and strategic planning, with a passion for driving efficiency and service through information technology systems. Notably, she spent more than two decades as Chief Financial Officer and then as Chief Finance and Strategy Officer at Nagase America, a distributor and manufacturer of specialty chemicals. In this role, Riffner streamlined budget planning and analysis, enhanced operations management, and successfully oversaw the company’s acquisition of Fitz Chem. She also was previously the Chief Financial Officer at Paxton/Patterson, where she led the company’s development of new forecasting models, improving visibility and alignment across finance, sales and operations. Riffner holds a B.A. from Benedictine University in international business and is a licensed Certified Public Accountant.
“I’m eager to join the team at Solésence to continue to shape the future of beauty through innovative products that help improve skin health across the globe,” said Riffner. "I look forward to partnering with Kevin and the executive leadership team to build on the company’s growth momentum and achieve long-term value creation for our shareholders."
About Solésence, Inc.
Solésence, Inc. (Nasdaq: SLSN), is a leader in scientifically-driven health care solutions across beauty and life science categories. With a mission to deliver joy through innovation, inclusivity and the science of beautiful skin, we have redefined mineral-based sun protection by maximizing transparency, effectiveness, aesthetics, and wearability — empowering individuals to embrace beauty on their own terms. Combining best-in-class skin health solutions with the celebration of self-care, we allow brands to deliver unique product claims and attributes by seamlessly integrating protection, prevention, and treatment technologies into daily use products. Learn more at solesence.com.
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 31, 2025. 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.
###
Media Contact:
Investor Relations Contact: