SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

WHITMORE BRADFORD T

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 108,141.00
8	Shared Voting Power 49,718,664.00
9	Sole Dispositive Power 108,141.00
10	Shared Dispositive Power 49,718,664.00

Aggregate amount beneficially owned by each reporting person

49,826,805.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

71.0 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Bradford T. Whitmore has shared voting power of 30,373,270 shares as the manager of Strandler, LLC, the holder of the shares. Bradford T. Whitmore has shared voting power of 18,669,879 shares as the manager of Whitmore Holdings, LLC, the holder of the shares. Bradford T. Whitmore has shared voting power of 675,515 shares as the manager of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares. Bradford T. Whitmore has shared dispositive power of 30,373,270 shares as the manager of Strandler, LLC, the holder of the shares. Bradford T. Whitmore has shared dispositive power of 18,669,879 shares as the manager of Whitmore Holdings, LLC, the holder of the shares. Bradford T. Whitmore has shared dispositive power of 675,515 shares as the manager of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares.

SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

GRACE INVESTMENTS LP

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 675,515.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 675,515.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

675,515.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

INV-GP, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 675,515.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 675,515.00

Aggregate amount beneficially owned by each reporting person

675,515.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

INV-GP, LLC has shared voting power of 675,515 shares as the General Partner of Grace Investments, LP, the holder of the shares. INV-GP, LLC has shared dispositive power of 675,515 shares as the General Partner of Grace Investments, LP, the holder of the shares.

SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

MOBCAT, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 675,515.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 675,515.00

Aggregate amount beneficially owned by each reporting person

675,515.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

MOBCAT, LLC has shared voting power of 675,515 shares as the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares. MOBCAT, LLC has shared dispositive power of 675,515 shares as the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares.

SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

Strandler, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

SOUTH DAKOTA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 30,373,270.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,373,270.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

30,373,270.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

43.3 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

Whitmore Holdings, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 18,669,879.00
8	Shared Voting Power 31,048,785.00
9	Sole Dispositive Power 18,669,879.00
10	Shared Dispositive Power 31,048,785.00

Aggregate amount beneficially owned by each reporting person

49,718,664.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

70.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Whitmore Holdings, LLC has shared voting power of 30,373,270 shares as the sole member of Strandler, LLC, the holder of the shares. Whitmore Holdings, LLC has shared voting power of 675,515 shares as the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, the General Partner of Grace Investments, LP, the holder of the shares. Whitmore Holdings, LLC has shared dispositive power of 30,373,270 shares as the sole member of Strandler, LLC, the holder of the shares. Whitmore Holdings, LLC has shared dispositive power of 675,515 shares as the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, the General Partner of Grace Investments, LP, the holder of the shares.

SCHEDULE 13D

CUSIP No.

630079101

Name of reporting person

Bradford Whitmore Trust

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

TENNESSEE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,718,664.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,718,664.00

Aggregate amount beneficially owned by each reporting person

49,718,664.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

70.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

Bradford Whitmore Trust has shared voting power of 18,669,879 shares as the sole member of Whitmore Holdings, LLC, the holder of the shares. Bradford Whitmore Trust has shared voting power of 30,373,270 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of Strandler, LLC, the holder of the shares. Bradford Whitmore Trust has shared voting power of 675,515 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares. Bradford Whitmore Trust has shared dispositive power of 18,669,879 shares as the sole member of Whitmore Holdings, LLC, the holder of the shares. Bradford Whitmore Trust has shared dispositive power of 30,373,270 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of Strandler, LLC, the holder of the shares. Bradford Whitmore Trust has shared dispositive power of 675,515 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares.

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $.01

(b)

Name of Issuer:

SOLESENCE, INC.

(c)

Address of Issuer's Principal Executive Offices:

1319 MARQUETTE DRIVE, ROMEOVILLE, ILLINOIS , 60446.

Item 1 Comment:

The undersigned hereby amends its Schedule 13D as most recently filed on September 3, 2024 relating to the common stock ("Common Stock") of Solesence, Inc., (the "Issuer"). Bradford T. Whitmore, Grace Investments, LP, INV-GP, LLC, MOBCAT, LLC, Strandler, LLC, Whitmore Holdings, LLC and Bradford Whitmore Trust are collectively referred to in this Amendment No. 21 as the "Filers".

Item 2.

Identity and Background

(a)

This schedule is filed by Bradford T. Whitmore ("Whitmore"), Grace Investments, LP, a Delaware limited partnership ("Grace Investments"), INV-GP, LLC, a Delaware limited liability company ("INV"), MOBCAT, LLC, a Delaware limited liability company ("MOBCAT"), Strandler, LLC, a South Dakota limited liability company ("Strandler"), Whitmore Holdings, LLC ("WHLLC"), a Tennessee limited liability company, and Bradford Whitmore Trust, a trust formed under the laws of the State of Tennessee ("Whitmore Trust" and, collectively with Whitmore, Grace Investments, INV, MOBCAT, Strandler and WHLLC, the "Filers"). Whitmore is the trustee of Whitmore Trust and manager of WHLLC, Strandler, MOBCAT and INV. Whitmore Trust is the sole member of WHLLC. WHLLC is the sole member of MOBCAT, which is the sole member of INV. WHLLC is also the sole member of Strandler. INV is the general partner of Grace Investments.

(b)

The business address of Grace Investments, INV and Whitmore is 5215 Old Orchard Road, Suite 620, Skokie, Illinois 60077. The business address of Strandler and MOBCAT is 401 3rd Street, #9, Rapid City, South Dakota 57701. The business address of WHLLC and Whitmore Trust is 4615 Churchwood Drive, Nashville, TN 37220.

(c)

Whitmore's principal occupation is that of being trustee of Whitmore Trust and manager of WHLLC. The principal business of Grace Investments is to purchase, sell, invest, and trade in securities. The principal business of INV is that of being a general partner of Grace Investments. The principal business of MOBCAT is that of being the sole member of INV. The principal business of Strandler is to purchase, sell, invest, and trade in securities. The principal business of WHLLC is that of being a holding company for various interests. The principal business of Whitmore Trust is to own WHLLC and other assets.

(d)

None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Whitmore is a citizen of the United States. Grace Investments is a Delaware limited partnership. INV is a Delaware limited liability company. MOBCAT is a Delaware limited liability company. Strandler is a South Dakota limited liability company. WHLLC is a Tennessee limited liability company. Whitmore Trust was formed under the laws of the State of Tennessee.

Item 3.

Source and Amount of Funds or Other Consideration

The Common Stock beneficially owned by the Filers was purchased with working capital and partnership funds.

Item 4.

Purpose of Transaction

On May 29, 2025, Strandler purchased 6,689,000 shares of Common Stock from WHLLC. The Filers have no plans or proposals which relate to, or would result in, any of the matters referred to in Paragraphs (a) through (j), inclusive, of Item 4 of the Schedule 13D. The Filers may, at any time and from time to time, review or reconsider their investment in the Company and formulate plans or proposals with respect thereto, but have no present intention of doing so.

Item 5.

Interest in Securities of the Issuer

(a)

Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 70,103,279 shares of Common Stock reported to be outstanding on May 12, 2025, as set forth in the Issuer's Current Report on Form 10-Q for the three months ended March 31, 2025 filed with the Securities and Exchange Commission.

(b)

Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 70,103,279 shares of Common Stock reported to be outstanding on May 12, 2025, as set forth in the Issuer's Current Report on Form 10-Q for the three months ended March 31, 2025, filed with the Securities and Exchange Commission.

(c)

The transactions effected by the Filers during the past sixty days are set for as follows: On May 29, 2025 Whitmore Holdings sold 2,500,000 shares to Strandler at a price of $4.20 per share. On May 29, 2025 Whitmore Holdings sold 4,189,000 shares to Strandler at a price of $4.20 per share.

(d)

No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the Shares.

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Except as described herein, there are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WHITMORE BRADFORD T

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore
Date:	06/02/2025

GRACE INVESTMENTS LP

Signature:	INV-GP, LLC
Name/Title:	General Partner
Date:	06/02/2025

Signature:	MOBCAT, LLC
Name/Title:	Manager
Date:	06/02/2025

Signature:	Whitmore Holdings, LLC
Name/Title:	Manager
Date:	06/02/2025

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore, Manager
Date:	06/02/2025

INV-GP, LLC

Signature:	MOBCAT, LLC
Name/Title:	Sole Member
Date:	06/02/2025

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore, Manager
Date:	06/02/2025

MOBCAT, LLC

Signature:	Whitmore Holdings, LLC
Name/Title:	Manager
Date:	06/02/2025

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore, Manager
Date:	06/02/2025

Strandler, LLC

Signature:	Whitmore Holdings, LLC
Name/Title:	Manager
Date:	06/02/2025

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore, Manager
Date:	06/02/2025

Whitmore Holdings, LLC

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore, Manager
Date:	06/02/2025

Bradford Whitmore Trust

Signature:	Bradford T. Whitmore
Name/Title:	Bradford T. Whitmore, Trustee
Date:	06/02/2025