Business Context and Reporting Period
This Form 8-K Current Report is filed by SoleSence, Inc. (NASDAQ: SLSN), a Delaware corporation. The report date is November 24, 2025, with the signature date of December 2, 2025. The filing primarily addresses executive compensation and personnel changes under Item 5.02.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to a specific severance arrangement:
- Severance Pay: Aggregate gross amount of $366,912 to be paid to the former CEO.
- Equity Compensation: Accelerated vesting of all outstanding stock options previously granted to the former CEO.
- Benefits: Company payment of monthly COBRA health insurance premiums during the severance period.
Material Changes
The material change reported is the formalization of the departure of Jess Jankowski, former Chief Executive Officer. While his resignation was previously reported on December 1, 2025, this filing details the execution of a Separation Agreement and General Release of All Claims effective December 2, 2025. This agreement supersedes prior informal notices regarding his exit terms.
Outlook, Risks, and Unusual Items
Management Commentary and Risks:
- Legal Release: In exchange for the severance and benefits, Mr. Jankowski has agreed to release all claims against the Company and its representatives.
- Restrictive Covenants: The former CEO has confirmed continuing obligations, including compliance with restrictive covenants and an agreement to assist the Company in potential disputes if requested.
- Confidentiality: Portions of the Separation Agreement (Exhibit 10.1) have been redacted for confidentiality.
Unusual Items: The filing notes that the descriptions of the agreement in this report are qualified by the full terms of the Separation Agreement filed as an exhibit.
Investor Verification Checklist
- Verify the total cash outflow impact of the $366,912 severance payment on the company's current liquidity.
- Review the number of shares subject to accelerated vesting to assess potential dilution or expense recognition.
- Examine Exhibit 10.1 (Confidential Separation Agreement) for specific details on the duration of COBRA coverage and the scope of the dispute assistance clause.
- Confirm the timeline for the transition of CEO duties following Mr. Jankowski's resignation.