| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOLESENCE, INC. [ SLSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 2,049,142 | D | ||||||||
| Common Stock | 11/14/2025 | 11/14/2025 | P | 19,789 | A | $1.73 | 2,068,931 | D | ||
| Common Stock | 11/17/2025 | 11/17/2025 | P | 5,000 | A | $1.87 | 2,073,931 | D | ||
| Common Stock | 11/18/2025 | 11/18/2025 | P | 267 | A | $1.83 | 2,074,198 | D | ||
| Common Stock | 11/19/2025 | 11/19/2025 | P | 5,000 | A | $1.95 | 2,079,198 | D | ||
| Common Stock | 11/19/2025 | 11/19/2025 | P | 5,000 | A | $1.89 | 2,084,198 | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Common Stock | (1) | (2) | (2)(3) | Common Stock | 20,030 | 20,030 | D | ||||||||
| Common Stock (right to purchase) | $1.85(4) | 11/17/2016 | 11/17/2026 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Common Stock (right to purchase) | $4.17 | 12/28/2022(5) | 12/28/2028 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Common Stock (right to purchase) | $1.165 | 12/20/2023(5) | 12/20/2029 | Common Stock | 13,334 | 13,334 | D | ||||||||
| Common Stock (right to purchase) | $0.61 | 12/27/2024(5) | 12/27/2030 | Common Stock | 12,600 | 12,600 | D | ||||||||
| Common Stock (Right to Buy) | $2.44 | 12/31/2025(5) | 12/31/2031 | Common Stock | 12,000 | 12,000 | D | ||||||||
| Explanation of Responses: |
| 1. Each share of deferred common stock represents the right to receive one share of common stock. |
| 2. The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company. |
| 3. Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive a cumulative total of 20,030 shares of deferred common stock which will all be accounted for under the Company's Non-Employee Director Deferred Compensaion Plan. |
| 4. The stock appreciation rights payable upon the reporting person's termination of service as a director of the Company were terminated, with stock options issued at identical exercise prices to the conversion prices of the respective stock appreciation rights. These 2000 shares were issued with an exercise price of $1.85. |
| 5. Subject to certain restrictions, beginning on this date, options vest in three equal annual installments. |
| Remarks: |
| Due to administrative issues relating to establishing Ms. Whitmore's account with Edgar Next this filing was delayed. |
| /s/ Laura Riffner, Under UPA for R. Janet Whitmore | 12/11/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||