SLSN 8-K
Solesence, Inc. (SLSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 18, 2024, Nanophase Technologies Corporation (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). As further described in Item 5.07 to this Current Report on Form 8-K, at the Special Meeting, the Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of common stock available thereunder from 60,000,000 to 95,000,000. The Certificate of Amendment was previously approved by the Company’s Board of Directors, subject to approval by the Company’s shareholders.
On June 19, 2024, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, and the Certificate of Amendment became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Special Meeting was held on June 18, 2024. As of May 17, 2024, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Special Meeting Meeting, there were 54,860,984 Shares outstanding and entitled to vote at the Special Meeting. Of the Shares entitled to vote, 41,899,684, or approximately 76% of the Shares, were present or represented by proxy at the Special Meeting, constituting a quorum under the Company’s Certificate of Incorporation. There was one matter presented and voted on at the Special Meeting. Set forth below is a brief description of the matter voted on at the Special Meeting and the final voting results for such matter.
Proposal 1 – To amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 95,000,000.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| Votes Cast | 39,837,787 | 2,008,409 | 53,488 | N/A |
The shareholders approved the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 95,000,000.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation, filed June 19, 2024. | |
| 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: January 16, 2025
| NANOPHASE TECHNOLOGIES CORPORATION | |||
| By: | /s/ JESS JANKOWSKI | ||
| Name: | Jess Jankowski | ||
| Title: | Chief Executive Officer | ||
Nanophase Technologies Corporation 8-K
Exhibit 3.1
