8-K: Solesence Finalizes Separation Terms for Former CEO Jankowski

Solesence, Inc. has finalized a separation agreement with former CEO Jess Jankowski, detailing severance pay, accelerated stock option vesting, and COBRA premium reimbursements.

Summary

• Solesence, Inc. entered into a Separation Agreement and General Release of All Claims with former CEO, Board Advisor, and Director, Jess Jankowski, effective December 2, 2025.
• Mr. Jankowski's resignation from his employment and all positions with the Company was effective November 21, 2025, due to his voluntary decision to retire.
• Under the agreement, Mr. Jankowski will receive severance pay totaling $366,912.00, equivalent to his annualized base salary for 52 weeks, payable in equal installments on regular officer paydays.
• All unvested stock options previously granted to Mr. Jankowski will become fully vested and exercisable until their expiration dates, overriding any shorter exercise periods.
• The Company will reimburse Mr. Jankowski for 12 months of COBRA group health insurance premiums if he elects coverage after November 30, 2025.
• Mr. Jankowski released all claims against the Company and its representatives in exchange for these benefits.
• He reaffirmed his continuing obligations, including compliance with confidentiality, non-competition, and non-solicitation covenants from a prior Transition Employment Agreement.
• Mr. Jankowski also agreed to cooperate with the Company in future investigations or legal matters related to his employment and to a mutual non-disparagement clause.

Sentiment

Score: 5

Explanation: The filing is neutral as it formalizes a previously announced executive departure with standard terms. It provides clarity on the financial obligations and legal protections for the company without introducing new operational or financial insights that would significantly alter the company's outlook.

Positives

• The Company secured a comprehensive release of all claims from Mr. Jankowski, mitigating potential future litigation.
• Mr. Jankowski reaffirmed his obligations regarding confidentiality, non-competition, and non-solicitation, protecting the Company's proprietary information and business interests.
• The agreement provides clarity and finality regarding the terms of a significant executive's departure, which can contribute to organizational stability.

Negatives

• The Company will incur a financial outlay of $366,912.00 for severance pay, in addition to 12 months of COBRA premium reimbursements and payment for accrued unused vacation.

Risks

• A violation or threatened violation of the restrictive covenants (non-competition, non-solicitation, confidentiality) or other terms by Mr. Jankowski could result in irreparable harm to the Company, potentially leading to legal action to enforce the agreement and recover damages.

Future Outlook

The agreement formalizes the post-employment relationship with Mr. Jankowski, ensuring his continued compliance with restrictive covenants and cooperation in potential future disputes, which provides a degree of certainty for the Company's ongoing operations and legal matters.

Management Comments

• The Company accepted Mr. Jankowski's resignation, effective November 21, 2025, in connection with his voluntary decision to retire.
• The Company agreed to provide severance pay, accelerated stock option vesting, and COBRA premium reimbursements in consideration of Mr. Jankowski's release of claims and ongoing obligations.
• The Company will instruct its Directors and President not to make disparaging statements about Mr. Jankowski, as part of a mutual non-disparagement agreement.

Industry Context

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Management Changes

Corporate Governance

Legal Proceedings

• The agreement includes a general release of all claims by Mr. Jankowski against the Company, mitigating potential future litigation related to his employment.
• Mr. Jankowski agreed to cooperate in any investigations or legal claims concerning his employment, which could assist the Company in future legal proceedings.

Related Party Transactions

• The Separation Agreement and General Release of All Claims with former CEO Jess Jankowski constitutes a related party transaction, detailing the terms of his departure and associated compensation.

Stakeholder Impact

• Shareholders: Experience a financial outlay for severance and benefits but gain certainty regarding the executive transition and protection of company interests through restrictive covenants and a release of claims.
• Former CEO (Jess Jankowski): Receives significant financial benefits, including severance pay and accelerated stock option vesting, in exchange for releasing claims and adhering to post-employment obligations.
• Employees: No direct impact on general employees is mentioned, but the formalization of a former CEO's departure provides clarity in leadership structure.

Next Steps

• The Company will make severance payments to Mr. Jankowski in equal installments on its regular paydays for officers.
• The Company will reimburse Mr. Jankowski for COBRA premiums for 12 months after November 30, 2025, if he elects coverage.
• Mr. Jankowski is obligated to comply with confidentiality, non-competition, and non-solicitation covenants.
• Mr. Jankowski is expected to cooperate with the Company in any investigations, legal claims, or other matters concerning his employment, upon request.

Key Dates

Recommendation

The filing details a standard executive separation agreement, formalizing the departure of former CEO Jess Jankowski. While it involves a financial outlay for severance, it also secures a release of claims and maintains restrictive covenants, providing clarity and stability regarding the executive transition. There are no new operational or financial insights that would warrant a change in investment stance based solely on this filing.

Keywords

Solesence, Nanophase Technologies, Jess Jankowski, CEO separation, severance agreement, executive compensation, stock options, corporate governance, restrictive covenants, Form 8-K