8-K
SOLESENCE, INC. (SLSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June
3, 2025
SOLÉSENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42589 | 36-3687863 |
|---|---|---|
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File Number) | Identification No.) |
| incorporation) |
1319 Marquette Drive
Romeoville,Illinois 60446
(Address of Principal Executive Offices) (Zip Code)
(630) 771-6708
(Registrant’s telephone number, including area code)
SOLESENCE, INC.
(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 |
|---|---|---|
| Common Stock, $0.01 par value per share | SLSN | The NASDAQ Stock Market LLC |
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 5.03. Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year.
As previously disclosed, on March 10, 2025, Solésence, Inc. (the “Company”) filed an amendment (the “Amendment”) to its certificate of incorporation with the Secretary of State of the State of Delaware to change the Company’s name from Nanophase Technologies Corporation to Solesence, Inc. On June 3, 2025, the Company filed a certificate of correction to the Amendment (the “Certificate of Correction”) with the Secretary of State of the State of Delaware to add an accent over the first “e” in the Company’s name that was inadvertently omitted from the Amendment. The Certificate of Correction effectively changes the Company’s name to Solésence, Inc. No other changes were made.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Correction, filed June 3, 2025, to the Company’s Certificate of Amendment to the Company’s Certificate of Incorporation. |
| 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: June 6, 2025
| NANOPHASE TECHNOLOGIES CORPORATION | |
|---|---|
| By: | /s/ JESS JANKOWSKI |
| Name: Jess Jankowski | |
| Title: Chief Executive Officer |
Exhibit 3.1
| Delaware | Page 1 |
|---|---|
| The First State | |
| I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “SOLESENCE, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF JUNE, A.D. 2025, AT 4:35 O`CLOCK P.M. | |
| --- | |
| 2820214 8100 |  <br><br> <br>Authentication: 203861879 |
| --- | --- |
| SR#<br>20252963635 | Date: 06-04-250 |
| You<br>may verify this certificate online at corp.delaware.gov/authver.shtml |
STATE OF DELAWARE CERTIFICATE OF CORRECTION
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
| 1. | The name of the corporation is | Solesence, l nc |
|---|---|---|
| 2. | A Certificate of Amendment to the Certificate of Incorporation was filed by the Secretary of State of Delaware<br> on March 10, 2025 Said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State<br> of Delaware. | |
| 3. | The inaccuracy or defect of said Certificate is as follows: The accent over the first "e" was inadvertently<br> omitted from the spelling of the new name in the Certificate of Amendment. | |
| 4. | Article 1 of the Certificate is corrected to read as follows: | |
| The<br>name of the corporation is Solesence, Inc. | ||
| By: | /s/ Jess Jankowski | |
| --- | --- | |
| Authorized Officer | ||
| Name: | Jess Jankowski, Chief<br>Executive Officer | |
| Print<br>or type | ||
| State of Delaware | ||
| --- | ||
| Secretary of State | ||
| Division of Corporations | ||
| Delivered 04:35 P☐ 06/03/2025 | ||
| FILED 04:35<br>PM 06/03/225 |