Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. As previously disclosed in its Quarterly Report on Form 10-Q filed August 19, 2026, during its review of inventory accounting in connection with the preparation of its unaudited condensed consolidated financial statements for the quarter ended June 30, 2026, Solésence, Inc. (the “Company”) identified errors in its historical accounting for labor and overhead included in inventories. T…

Results of Operations and Financial Condition. On August 19, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Entry into a Material Definitive Agreement. On July 6, 2026, Solésence, LLC (“Solésence”), a wholly owned subsidiary of Solésence, Inc., entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Refy Beauty Ltd (“Refy”). Pursuant to the Settlement Agreement, Solésence and Refy agreed to settle and compromise disputes relating to certain consumer care products previously sold by Solésence to Refy. Under the Settlement Agreement, Solésence agreed to pay Refy the British…

Results of Operations and Financial Condition. On May 12, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Class II Director — Marc James: Marc James was appointed as a Class II Director and assigned to several committees.

Results of Operations and Financial Condition. On March 31, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

CEO — Jess Jankowski: Mr. Jankowski resigned as CEO and entered into a Separation Agreement with the company.

Entry into a Material Definitive Agreement. Effective November 22, 2025, Solesence, Inc. (the "Company") entered into a Consulting Agreement (the "Consulting Agreement") with Jess Jankowski. As previously disclosed, Mr. Jankowski, who formerly served as Chief Executive Officer and Chief Financial Officer of the Company, served as Board Advisor to the Company through his retirement on November 21, 2025. Pursuant to the Consulting Agreement, Mr. Jankowski will provide up to 80 hours of consulti…

The excerpt is incomplete and does not provide sufficient information to determine the nature of the event.

Results of Operations and Financial Condition. On November 11, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Entry into a Material Definitive Agreement. On October 31, 2025, Solésence, Inc. and its subsidiary Solésence, LLC (collectively, “Solésence”) entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Solarium Brands, LLC and A-Frame Brands, LLC (collectively, “Solarium”). Pursuant to the Settlement Agreement, Solésence and Solarium agreed to settle and compromise disputes relating to certain consumer care products previously sold by Solésence to Solarium.…

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 Riffne…

The filing is a general statement and does not specify any particular movement or event.

Results of Operations and Financial Condition. On July 31, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Entry into a Material Definitive Agreement. On May 27, 2025, Solésence, Inc. (the “Company”) entered into a (i) Third Amendment to Business Loan Agreement (the “Term Loan Agreement Amendment”) with Strandler, LLC, an affiliate of our controlling shareholder, Bradford T. Whitmore, (ii) Third Amendment to Amended and Restated Business Loan Agreement (the “A/R Loan Agreement Amendment”) with Beachcorp, LLC, which is also an affiliate of our controlling shareholder, Bradford T. Whitmore (“Beachco…

Results of Operations and Financial Condition. On May 5, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in any such filing, unless expressly incorporated by specific reference in such filing. Forward-Looking Stat…

Results of Operations and Financial Condition. On March 26, 2025, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On October 30, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On August 6, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Results of Operations and Financial Condition. On April 23, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other Events. As previously reported, on August 9, 2022, BASF filed a complaint (the “Complaint”) in the Superior Court of New Jersey (“SCNJ”) alleging claims including that Nanophase breached the exclusivity provisions of the Agreement by selling zinc oxide to entities other than BASF. On February 28, 2023, Nanophase answered BASF’s Complaint, denying all wrongdoing and filed counterclaims, including a request for a declaration that contrary to BASF’s views, the exclusivity provision of the…

Entry into a Material Definitive Agreement. In connection with the Settlement Agreement (as defined below), on April 10, 2024, Nanophase Technologies Corporation (“Nanophase”) and BASF Corporation (“BASF”) entered into an Amendment No. 5 (the “Amendment”) to Zinc Oxide Supply Agreement, dated as of September 16, 1999, as amended (the “Agreement”), and a Binding Memorandum of Understanding regarding Nanophase using its commercially reasonable efforts to develop a modified zinc oxide product fo…

Results of Operations and Financial Condition. On March 20, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Material Modifications to the Rights of Security Holders. The foregoing discussion of the Certificate of Designations, the terms thereof, and the transactions contemplated thereby is hereby incorporated by reference into this