8-K: Solesence Retains Former CEO for Consulting, Appoints New Director

Solesence, Inc. announced the retirement of former CEO Jess Jankowski from its Board and his transition to a consulting role, while appointing CEO Kevin Cureton as a new Class III Director.

Summary

• Jess Jankowski retired and resigned from the Board of Directors of Solesence, Inc. effective November 21, 2025.
• Mr. Jankowski previously served as Chief Executive Officer, Chief Financial Officer, and Board Advisor to the Company.
• Solesence, Inc. entered into a Consulting Agreement with Jess Jankowski, effective November 22, 2025.
• Under the agreement, Mr. Jankowski will provide up to 80 hours of consulting services pertaining to management, financial records, and SEC filings.
• The consulting fee is $177 per hour.
• The term of the Consulting Agreement will end upon Mr. Jankowski providing 80 hours of services, earlier termination with 5 days' notice from the Company, or no later than November 21, 2026.
• Kevin Cureton, the Company's Chief Executive Officer and President, was appointed as a Class III Director to the Board, effective immediately upon Mr. Jankowski's retirement.
• Mr. Cureton is not anticipated to be appointed to any Board committees, consistent with Mr. Jankowski's previous role.

Sentiment

Score: 6

Explanation: The filing reflects a planned and managed transition of a key executive, ensuring continuity through a consulting agreement and strengthening board-management alignment with the CEO's appointment. While there's a minor cost for consulting, the overall sentiment is neutral to slightly positive due to the proactive management of the transition.

Positives

• Ensures continuity and access to institutional knowledge by retaining former CEO Jess Jankowski as a consultant for critical areas like financial records and SEC filings.
• Appoints current CEO and President Kevin Cureton to the Board, aligning executive leadership and corporate governance.
• The Board formally recognized Jess Jankowski's long and dedicated service to the Company and its stakeholders.

Negatives

• The Company will incur consulting fees of $177 per hour for up to 80 hours, totaling up to $14,160, for services that were previously handled by an internal executive or board advisor.
• The departure of a long-serving director and former executive, even with a consulting agreement, could represent a loss of direct oversight and experience on the Board.

Risks

• Consultant (Jess Jankowski) is subject to the Company's Insider Trading Policy and must obtain authorization from the Insider Trading Compliance Officer before transacting in Company securities for a specified period.
• Consultant reaffirms obligations of Confidentiality, Non-Competition, and Non-Solicitation as provided under a separate Separation Agreement.

Future Outlook

The consulting agreement ensures continued access to Mr. Jankowski's expertise for up to a year, providing support for management, financial records, and SEC filings during a transition period.

Management Comments

• The Board formally recognized Mr. Jankowski's long and dedicated service to the Company and its shareholders, customers, and employees.
• The Board expressed its appreciation to Mr. Jankowski for his many contributions to the Company.

Industry Context

This is a standard corporate governance and transition event. Companies often retain former executives in consulting roles to ensure a smooth handover and leverage their institutional knowledge, especially for complex areas like SEC filings. The appointment of the current CEO to the board is also a common practice to align executive leadership with board oversight.

Comparison to Industry Standards

• Retaining a former executive as a consultant for a transitional period is a common practice in corporate transitions, particularly for roles involving deep institutional knowledge like financial reporting and SEC compliance. This helps ensure continuity and minimizes disruption.
• Appointing the current CEO to the Board of Directors is a widely accepted corporate governance model, often seen in companies of various sizes, as it directly links executive strategy with board oversight.
• The specified hourly rate for consulting ($177) is within a reasonable range for experienced executive-level consulting services, depending on the industry and specific expertise.

Management Changes

Corporate Governance

Related Party Transactions

• Consulting Agreement with Jess Jankowski, a former CEO and Board member, for services related to management, financial records, and SEC filings at a rate of $177 per hour for up to 80 hours.
• Acknowledgement that Mr. Jankowski may be receiving certain Severance Payments and COBRA insurance premium reimbursement from the Company under a separate Separation Agreement and Release.

Stakeholder Impact

• Shareholders: Ensures continuity of expertise during a leadership transition, potentially reducing operational risk related to financial reporting and SEC compliance. The cost of consulting is relatively minor.
• Employees: The Board formally recognized Mr. Jankowski's dedicated service, which can positively impact employee morale by acknowledging contributions.

Next Steps

• Jess Jankowski will provide consulting services for up to 80 hours, ending no later than November 21, 2026.
• Solesence, Inc. will request services from Mr. Jankowski as needed.
• Mr. Jankowski will submit invoices on at least a monthly basis for services rendered.

Key Dates

Recommendation

The filing details routine corporate governance changes and a transitional consulting agreement. There are no significant financial or operational disclosures that would warrant a strong buy or sell recommendation. The events are expected and reflect a managed transition, suggesting a neutral 'hold' stance for investors awaiting more substantive operational or financial updates.

Keywords

Solesence, SLSN, 8-K, SEC filing, corporate governance, board of directors, management change, consulting agreement, Jess Jankowski, Kevin Cureton, CEO, director appointment, retirement, financial reporting