Solesence Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM_____ TO_____ COMMISSION FILE NUMBER 001-42589 SOLÉSENCE, INC. (Exact name of registrant as specified in its charter) 36-3687863(I.R.S. Employer Identification No.) Delaware(State or other jurisdictionof incorporation or organization) 1319 Marquette Drive, Romeoville, Illinois 60446(Address of principal executive offices) (zip code) Registrant’s telephone number, including area code:(630) 771-6708 SOLESENCE, INC.(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant based upon the last reportedsale price of the registrant’s common stock on June 30, 2025 was $27,254,231 as of such date. The number of shares outstanding of the registrant’s common stock, par value $.01, as of March 30,2026 was 70,632,445. DOCUMENTS INCORPORATED BY REFERENCE None. Item 1.GeneralCompany BackgroundConsumer ProductsPersonal Care IngredientsAdvanced MaterialsSources and Availability of Raw MaterialsMarkets and DistributionResearch and DevelopmentCompetitive AdvantageManufacturing OperationsIntellectual Property and Proprietary RightsCompetitionGovernmental Regulations, Including Climate ChangeEmployeesBacklogBusiness Segment and Geographical InformationKey CustomersForward-Looking StatementsInvestor InformationItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities10Item 6. Selected Financial Data10Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations10Item7A.Quantitative and Qualitative Disclosures About Market Risk14Item 8.Financial Statements and Supplementary Data14Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure14Item9A.Controls and Procedures14Item9B.Other Information15Item9CDisclo