8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2023 (July 19, 2023)

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NANOPHASE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

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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)

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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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2023, Mr. Mark E. Miller was appointed as a member of the Board of Directors (the “Board”) of Nanophase Technologies Corporation (the “Company”). The Board is pleased that Mr. Miller has agreed to join and believes his contribution will be beneficial to the Company’s shareholders and stakeholders. Mr. Miller has been appointed to the following committees of the Board: Nominating & Governance; Audit & Finance; and Compensation.

There is no arrangement or understanding between Mr. Miller and any other person pursuant to which he was appointed to serve on the Board. The Company is not aware of any transactions involving Mr. Miller that are reportable under Item 404(a) of Regulation S-K. Mr. Miller will receive the same compensation as other directors of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

EdgarFiling EXHIBIT 99.1

Mark E. Miller Joins Nanophase Board of Directors

ROMEOVILLE, Ill., July 20, 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 — is pleased to announce the appointment of Mark E. Miller to its Board of Directors.

Miller, a veteran of many of the industries and markets served by Nanophase, and its wholly owned subsidiary Solésence LLC, brings 36 years of leadership and commercial experience in specialty materials and chemicals in the Personal Care, Pharma, CASE, and Metals markets. Miller was most recently the President & COO of Nagase Specialty Materials NA LLC (Itasca, IL) before departing in April 2023.

“I’m pleased to join the Nanophase Board and contribute to the governance of this uniquely positioned organization in its current growth trajectory in the beauty and advanced materials segments,” stated Miller.

“We are thrilled to welcome Mark to our board,” said Jess Jankowski, President and CEO of Nanophase and Solésence. “He has been a great working partner, both on the customer and vendor side, over many years. His addition to our board of directors will help to round out the governance and strategic guidance available to management as we continue to focus on expanding our presence in skin health markets.”

Miller’s appointment as an independent director is effective as of July 19, 2023.

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.

Investor Relations Contact: Phone: (630) 771-6736