Solesence, Inc. 8-K

Exhibit 10.1

THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT

This Third Amendment is dated as of May 27, 2025 and is by and between SOLÉSENCE, INC. (f/k/a NANOPHASE TECHNOLOGIES CORPORATION), a Delaware corporation (“Borrower”) in favor of STRANDLER, LLC, a South Dakota limited liability company (“Lender”) and amends that certain Business Loan Agreement dated as of January 28, 2022 (as amended, “Loan Agreement”) between Borrower and Lender (the “Loan Agreement”).

1.       Borrower and Lender hereby agree to amend the Loan Agreement as follows:

(a)        Section 1.1(b) is hereby amended by replacing the date “October 1, 2025” with the date “April 30, 2027”.

(b)        Section 7.1 is hereby amended by amending the definition of “Term Maturity Date” in its entirety to read as follows:

“Term Maturity Date. The words “Term Maturity Date” mean “April 30, 2027.”

2.       Borrower represents to the Lender that it has no defenses, setoffs, claims or counterclaims of any kind or nature whatsoever against Lender in connection with the Loan Agreement or any Related Documents (as defined therein (collectively with the Loan Agreement, the “Loan Documents”), and any amendments to said documents or any action taken or not taken by the Lender with respect thereto or with respect to the collateral. Without limiting the generality of the foregoing, Borrower hereby releases and forever discharges Lender, its affiliates, and each of its officers, managers, agents, employees, attorneys, insurers, successors and assigns, from any and all liabilities, or causes of action, known or unknown, arising out of any action or inaction with respect to the Loan Documents.

3.       Except as modified hereby, the Loan Agreement is hereby ratified and affirmed in all respects.

Acknowledged:

SOLÉSENCE, LLC

Solesence, Inc. 8-K

Exhibit 10.2

THIRD AMENDMENT TO

AMENDED AND RESTATED BUSINESS LOAN AGREEMENT

This Third Amendment is dated as of May 27, 2025 and is by and between SOLÉSENCE, INC., a Delaware corporation (F/K/A NANOPHASE TECHNOLOGIES CORPORATION) (“Borrower”) in favor of BEACHCORP, LLC, a Delaware limited liability company (“Lender”) and amends that certain Amended and Restated Business Loan Agreement dated as of January 28, 2022 between Borrower and Lender (as amended from time to time, the “Loan Agreement”).

1.           Borrower and Lender hereby agree to amend the Loan Agreement as follows:

“(c)        Revolving Loans. Lender will make Loans on a revolving basis (individually a “Revolving Loan” and collectively the “Revolving Loans”) to Borrower until the Revolving Maturity Date in such amounts as Borrower may request in accordance with this Agreement; provided that the aggregate outstanding principal amount of Revolving Loans may not exceed at any time the lesser of (i) the $12,000,000.00 and (ii) the Borrowing Base. Each Revolving Loan shall be in the minimum amount of $10,000.00. Borrower shall pay interest on the Loans in accordance with Section 1.5 hereof, with payment thereof in arrears to be made on the last day of each calendar quarter, with the first such payment due on June 30, 2025. Each Revolving Loan shall be repaid in full on the sooner of (a) a determination that the Revolving Loans exceed the Borrowing Base, and (b) the Revolving Maturity Date. The Revolving Loans shall be evidenced by the Revolving Note. The Revolving Loans may be prepaid at any time without penalty or fee.”

(b)          Section 7.1 is hereby amended by amending the definition of “Revolving Maturity Date” in its entirety to read as follows:

“Revolving Maturity Date. The words “Revolving Maturity Date” mean April 30, 2027.”

(c)          Section 7.1 is hereby amended by amending the definition of “Revolving Note” in its entirety to read as follows:

“Revolving Note. The words “Revolving Note” mean the Second Replacement Promissory Note (Revolving Note-AR) from Borrower to Lender dated as of May 27, 2025 in the principal amount of $12,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for such promissory note.”

2.           Borrower represents to the Lender that it has no defenses, setoffs, claims or counterclaims of any kind or nature whatsoever against Lender in connection with the Loan Agreement or any Related Documents (as defined therein (collectively with the Loan Agreement, the “Loan Documents”), and any amendments to said documents or any action taken or not taken by the Lender with respect thereto or with respect to the collateral. Without limiting the generality of the foregoing, Borrower hereby releases and forever discharges Lender, its affiliates, and each of its officers, managers, agents, employees, attorneys, insurers, successors and assigns, from any and all liabilities, or causes of action, known or unknown, arising out of any action or inaction with respect to the Loan Documents.

3.           Except as modified hereby, the Loan Agreement is hereby ratified and affirmed in all respects.

Acknowledged:

SOLÉSENCE, LLC  

Solesence, Inc. 8-K

Exhibit 10.3

THIRD AMENDMENT TO BUSINESS LOAN AGREEMENT

This Third Amendment is dated as of May 27, 2025 and is by and between SOLÉSENCE, INC., a Delaware corporation (F/K/A NANOPHASE TECHNOLOGIES CORPORATION) (“Borrower”) in favor of BEACHCORP, LLC, a Delaware limited liability company (“Lender”) and amends that certain Business Loan Agreement dated as of January 28, 2022 ( as amended, “Loan Agreement”) between Borrower and Lender (the “Loan Agreement”).

1.            Borrower and Lender hereby agree to amend the Loan Agreement as follows:

(a)        Section 1.1(b) is hereby amended in its entirety to read as follows:

(b)       Revolving Loans. Lender will make Loans on a revolving basis (individually a “Revolving Loan” and collectively the “Revolving Loans”) to Borrower until the Revolving Maturity Date in such amounts as Borrower may request in accordance with this Agreement; provided that the aggregate outstanding principal amount of Revolving Loans may not exceed at any time the lesser of (i) the $10,000,000.00 and (ii) the Borrowing Base, as calculated using the Borrower’s inventory balances calculated in conjunction with the closing of its financial statements for each month. Each Revolving Loan shall be in the minimum amount of $10,000.00. Borrower shall pay interest on the Loans in accordance with Section 1.5 hereof, with payment thereof in arrears to be made on the last day of each calendar quarter, with the first such payment due on June 30, 2025. Each Revolving Loan shall be repaid in full on the sooner of (a) a determination that the Revolving Loans exceed the Borrowing Base established based on the most recently provided Borrowing Base Certificate, and (b) the Revolving Maturity Date. The Revolving Loans shall be evidenced by the Revolving Note. The Revolving Loans may be prepaid at any time without penalty or fee. 

(b)       Section 7.1 is hereby amended by amending the definition of “Revolving Maturity Date” in its entirety to read as follows:

“Revolving Maturity Date. The words “Revolving Maturity Date” mean “April 30, 2027.”

(c)       Section 7.1 is hereby amended by amending the definition of “Revolving Note” in its entirety to read as follows:

“Revolving Note. The words “Revolving Note” mean the Second Replacement Promissory Note (Revolving Note) from Borrower to Lender dated as of May 27, 2025 in the principal amount of $10,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for such promissory note.”

2.            Borrower represents to the Lender that it has no defenses, setoffs, claims or counterclaims of any kind or nature whatsoever against Lender in connection with the Loan Agreement or any Related Documents (as defined therein (collectively with the Loan Agreement, the “Loan Documents”), and any amendments to said documents or any action taken or not taken by the Lender with respect thereto or with respect to the collateral. Without limiting the generality of the foregoing, Borrower hereby releases and forever discharges Lender, its affiliates, and each of its officers, managers, agents, employees, attorneys, insurers, successors and assigns, from any and all liabilities, or causes of action, known or unknown, arising out of any action or inaction with respect to the Loan Documents.

3.            Except as modified hereby, the Loan Agreement is hereby ratified and affirmed in all respects.

Acknowledged:

SOLÉSENCE, LLC

Solesence, Inc. 8-K

Exhibit 99.1

Solésence Expands Debt Facilities to Fuel Growth Initiatives

Romeoville, Ill., June 2, 2025 –  Solésence, Inc. (Nasdaq: SLSN), a leader in scientifically-driven health care solutions across beauty and life science categories, today announced that it entered into amendments on May 27, 2025 to its existing loan agreements, providing increased borrowing capacity to support the execution of strategic objectives.

The new facility expands the Company’s three loan agreements to a maximum borrowing capacity from $14.2 million to $23.0 million and extends the maturity date under each respective loan agreement from October 1, 2025 to April 30, 2027.

The additional borrowing capacity provides Solésence with significant financial flexibility to support its strategic objectives, including procurement of key raw materials and supplies at favorable pricing, improvement of lead times associated with packaging and product launches, and empowerment of the company’s brand partners to drive product adoption.

“This increased financial capacity and extended timeline will be instrumental in supporting our operations and enabling us to better scale for growth and serve our brand partners,” said Jess Jankowski, President and Chief Executive Officer of Solésence. “We appreciate the continued support and confidence from our banking partners and key stakeholders.”

About Solésence, Inc.

Solésence, Inc. (Nasdaq: SLSN), is a leader in scientifically-driven health care solutions across beauty and life science categories. With a mission to deliver joy through innovation, inclusivity and the science of beautiful skin, we have redefined mineral-based sun protection by maximizing transparency, effectiveness, aesthetics, and wearability — empowering individuals to embrace beauty on their own terms. Combining best-in-class skin health solutions with the celebration of self-care, we allow brands to deliver unique product claims and attributes by seamlessly integrating protection, prevention, and treatment technologies into daily use products. Learn more at solesence.com.

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 31, 2025. 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.  

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Media Contact:

media@solesence.com

Investor Relations Contact:

investors@solesence.com