8-K

SOLESENCE, INC. (SLSN)

8-K 2021-03-11 For: 2021-03-11
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Added on April 06, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________

Form 8-K _____________________

CURRENT REPORT

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

Date of Report (Date of earliest event Reported): March 11, 2021

NANOPHASE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Charter)

Delaware 0-22333 36-3687863
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
1319 Marquette Drive, Romeoville, Illinois 60446
---
(Address of Principal Executive Offices) (Zip Code)

(630) 771-6700 (Registrant's telephone number, including area code)

Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [   ]

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock NANX OTCQB

Item 2.02. Results of Operations and Financial Condition.

On March 11, 2021, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release dated March 11, 2021

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NANOPHASE TECHNOLOGIES CORPORATION
Date: March 11, 2021 By: /s/ Jess Jankowski
Jess Jankowski
Chief Executive Officer

EdgarFiling

EXHIBIT 99.1

Nanophase Reports Record 2020 Financial Results as Solésence Beauty Science and Life Science Materials Lead Growth

Announces 35+% Overall Growth and $1M Profit

ROMEOVILLE, Ill., March 11, 2021 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB: NANX), a leader in minerals-based and scientifically-driven health care innovations across various beauty and life science categories, protecting skin from environmental aggressors and aiding in medical diagnostics, today reported financial results for the fourth quarter and fiscal year ended December 31, 2020.

Jess Jankowski, President and CEO, commented: “We are growing, and we believe this growth will be sustainable through 2021. We entered 2021 with purchase orders in excess of $12M, a clear indication of growing market acceptance of our Solésence beauty science products and the potential repeatability of our volumes in the life science area, specifically medical diagnostics. We have reached the point where our immediate focus has shifted from building new sales to further streamlining our production to accommodate more growth, a significant positive milestone.”

Jankowski continued, “Our growth strategy, with our long-term investment in Solésence beauty science as its driving force, is transforming our business in terms of both scale and profitability. Our Solésence beauty science product sales have more than tripled between 2019 and 2020. The growth rate far exceeds that of the industry, in part because we are well positioned to participate, and potentially help define the rapidly growing clean beauty segment. Since the inception of Solésence, we have launched well over 100 different SKUs with our clients, or as we call them our brand partners, with the vast majority of them still actively marketed. The rate of new product launches — one of the drivers for our growth in this business segment — has more than doubled each of the past three years, and it appears that number could continue to grow at a rate in the high double digits in the future.”

“High demand for our medical diagnostics materials has created what we believe will become the third major component of our business strategy in life science,” Jankowski further elaborated. “True to our fundamentals, our novel materials technology enables enhanced performance. We believe our materials are able to improve the accuracy and sensitivity of testing protocols in some medical diagnostics applications— something that has been increasingly in the spotlight lately during the global COVID-19 pandemic. Because of this success, we have increased our business and technology development efforts in this segment to define a path for even greater sustainable growth for these and other materials.

Our other major business segment, personal care ingredients, has experienced a 30% downturn year over year, which is in line with our expectations related to behaviors and spending driven by the COVID-19 pandemic, and should ease in 2021.”

Fourth Quarter and Full Year 2020 Financial Highlights

  • Revenue for the fourth quarter was $4.9 million, vs. $2.4 million for the same period in 2019. Revenue for the full year was $17.1 million vs. $12.5 million for the same period in 2019. For the full year of 2020:

    • Solésence revenue was $6.7 million, up 263% from $1.9 million in 2019.

    • Advanced Materials revenue was $4.9 million, up 77% from $2.7 million in 2019.

      • This was driven by growth in medical diagnostics materials, accounting for $3.4 million, or 69% of the total segment.
    • Personal Care Ingredients revenue was $5.5 million, down 30% from $7.9 million in 2019.

  • Net income for the quarter was $0.2 million in 2020, or $0.01 per share, compared to a net loss of $1million, or $0.03 per share, for 2019.   Net income for the full year 2020 was $1 million, or $0.03 per share, compared to a net loss of $3 million, or $0.08 per share, for 2019.

  • We note that the PPP funding we received in the second quarter of 2020 is recorded on the balance sheet as a liability and has not had any impact on our income statement to date.

  • The Company finished the quarter with approximately $1 million in cash.

“As volume has increased, our gross profit has more than doubled, helping us to achieve full-year GAAP profitability for the first time in our history. We are generating cash from operations that — while more than absorbed by working capital requirements demanded by our growth — is indicative of a much healthier company,” added Jankowski.

“As we entered 2020, we were charged with turning around a business that for many years had showed promise but had yet to fulfill it,” offered Kevin Cureton, Chief Operating Officer. “The investments we made in previous years to grow our top line provided the foundation for transforming our company through changing both the influence we have on our business development processes and the scale of the clients we work with. We now have five brand partners that will purchase several million dollars of the products and services we provide them as well as another half dozen brand partners with the potential to exceed over one million dollars in purchases. On top of this foundation, we layered important operational changes to further professionalize the management of all aspects of our company. These changes led to greater visibility of costs and improved leverage from our operating expenses, and they also empowered our talented employees to execute more effectively. While it is clear that there is more to do in building our team, improving our margins, and expanding our business portfolio, the results from 2020 should be seen as harbinger of the exciting future we see in both our life science and beauty science business sectors.”

Jankowski added, “Lastly, we are reminded daily of what an honor it is to contribute to our national public health through the materials we make for use in medical diagnostics and remain well aware of the sacrifices being made by our fellow citizens under current conditions. We remain committed to protecting our employees, their families, and our communities, as we work to provide essential products for the health and safety of those we serve.”

Use of Non-GAAP Financial Information

Nanophase believes that the presentation of results excluding certain items, such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, Generally Accepted Accounting Principles (“GAAP”) and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with GAAP.

About Nanophase Technologies Nanophase Technologies Corporation (NANX), www.nanophase.com, is a leading innovator in minerals-based and scientifically-driven health care 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.

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 30, 2020. In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties, or other contingencies.

NANOPHASE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
As of
December 31, December 31,
2020 2019
ASSETS (Unaudited)
Current assets:
Cash $ 956,751 $ 1,193,994
Trade accounts receivable, less allowance for doubtful accounts of 9,000
2,932,427 970,472
Inventories, net 4,339,850 2,553,620
Prepaid expenses and other current assets 605,908 266,587
8,834,936 4,984,673
Equipment and leasehold improvements, net 2,868,025 2,255,158
Operating leases, Right of Use 1,826,869 2,118,883
Other assets, net 10,275 12,528
$ 13,540,105 $ 9,371,242
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit, bank $ 500,000 $ 500,000
Line of credit, related party 2,154,832 223,871
Current portion of long-term debt, related party 500,000 500,000
Current portion of capital lease obligations 177,227 218,345
Current portion of operating lease obligations 430,881 356,949
Accounts payable 2,126,093 1,748,021
Current portion of deferred revenue 410,672 482,349
Accrued expenses 483,801 379,314
6,783,506 4,408,849
Long-term portion of capital lease obligations 110,432 287,660
Long-term portion of operating lease obligations 1,650,990 2,034,592
Long-term convertible loan, related party 1,097,214 829,721
PPP Loan (SBA) 951,600 -
Long-term portion of deferred revenue - 92,750
Asset retirement obligation 214,256 206,221
4,024,492 3,450,944
Contingent liabilities
Stockholders' equity:
Preferred stock, .01 par value, 24,088 shares authorized and
- -
Common stock, .01 par value, 55,000,000 shares authorized;
382,213 381,368
Additional paid-in capital 102,116,916 101,886,411
Accumulated deficit (99,767,022 ) (100,756,330 )
2,732,107 1,511,449
$ 13,540,105 $ 9,371,242

All values are in US Dollars.

NANOPHASE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended Years ended
December 31, December 31,
2020 2019 2020 2019
Revenue:
Product revenue, net $ 4,492,867 $ 2,055,067 $ 16,422,363 $ 11,852,011
Other revenue 368,476 335,706 701,244 656,764
Net revenue 4,861,343 2,390,773 17,123,607 12,508,775
Operating expense:
Cost of revenue 3,300,575 2,053,674 11,132,700 9,893,117
Gross profit 1,560,768 337,099 5,990,907 2,615,658
Research and development expense 438,039 420,280 1,571,159 1,869,926
Selling, general and administrative expense 800,876 831,251 2,934,462 3,541,964
Income/(Loss) from operations 321,853 (914,432 ) 1,485,286 (2,796,232 )
Interest income - - - -
Interest expense (127,648 ) (69,594 ) (495,978 ) (209,876 )
Other, net - - - -
Income/(Loss) before provision for income taxes 194,205 (984,026 ) 989,308 (3,006,108 )
Provision for income taxes - - - -
Net income/(loss) $ 194,205 $ (984,026 ) $ 989,308 $ (3,006,108 )
Net income/(loss) per share-basic $ 0.01 $ (0.03 ) $ 0.03 $ (0.08 )
Weighted average number of basic shares outstanding 38,136,792 38,136,792 38,158,586 36,596,372
Net income (loss) per share-diluted $ 0.01 $ (0.03 ) $ 0.03 $ (0.08 )
Weighted average number of diluted shares outstanding 38,218,542 38,136,792 38,539,586 36,596,372
NANOPHASE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME - EXPANDED SCHEDULE
(Unaudited)
Three months ended Yeard ended
December 31, December 31,
2020 2019 2020 2019
Revenue:
Product revenue, net $ 4,492,867 $ 2,055,067 $ 16,422,363 $ 11,852,011
Other revenue 368,476 335,706 701,244 656,764
Net revenue 4,861,343 2,390,773 17,123,607 12,508,775
Operating expense:
Cost of revenue detail:
Depreciation 77,872 65,082 295,450 246,576
Non-Cash equity compensation (5,691 ) 12,684 32,395 46,293
Other costs of revenue 3,228,394 1,975,908 10,804,855 9,600,248
Cost of revenue 3,300,575 2,053,674 11,132,700 9,893,117
Gross profit 1,560,768 337,099 5,990,907 2,615,658
Research and development expense detail:
Depreciation 10,067 11,022 41,822 47,721
Non-Cash equity compensation 15,809 15,804 58,606 58,000
Other research and development expense 412,163 393,454 1,470,731 1,764,205
Research and development expense 438,039 420,280 1,571,159 1,869,926
Selling, general and administrative expense detail:
Depreciation and amortization 5,543 2,473 20,568 18,421
Non-Cash equity compensation 37,562 34,408 103,581 137,822
Other selling, general and administrative expense 757,771 794,370 2,810,313 3,385,721
Selling, general and administrative expense 800,876 831,251 2,934,462 3,541,964
Income/(Loss) from operations 321,853 (914,432 ) 1,485,286 (2,796,232 )
Interest income - - - -
Interest expense (127,648 ) (69,594 ) (495,978 ) (209,876 )
Other, net - - - -
Income/(Loss) before provision for income taxes 194,205 (984,026 ) 989,308 (3,006,108 )
Provision for income taxes - - - -
Net income/(loss) $ 194,205 $ (984,026 ) $ 989,308 $ (3,006,108 )
Non-GAAP Disclosure (see note regarding Non-GAAP disclosures):
Addback Interest, net 127,648 69,594 495,978 209,876
Addback Depreciation/Amortization 93,482 78,577 357,840 312,718
Addback Non-Cash Equity Compensation 47,680 62,896 194,582 242,115
Addback Other, net - - - -
Adjusted EBITDA $ 463,015 $ (772,959 ) $ 2,037,708 $ (2,241,399 )

COMPANY CONTACT Investor Relations 630-771-6700