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SOLESENCE, INC.

For the period ended Jun 30, 2026. Filed Aug 19, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 19, 2026

SLSN$0.90+5.1%Stored close · as of Nov 9, 2026

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Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of June 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to a material weakness in internal control over financial reporting related to the accounting for inventory costs, including the accumulation, allocation and review of labor and manufacturing overhead costs capitalized into inventory.

Management identified deficiencies in controls over the determination and allocation of labor and manufacturing overhead costs included in inventory. As a result of these deficiencies, management determined that errors existed in previously issued financial statements related to inventory and cost of sales and concluded that those financial statements should no longer be relied upon. Management is in the process of evaluating and preparing the amendments and restatements of its previously issued financial statements that will be required to correct these errors.

Notwithstanding the material weakness described above, management performed additional analyses and other procedures and believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company's financial position, results of operations and cash flows for the periods presented.

Management has begun implementing remediation measures designed to address the material weakness, including reassessing inventory costing methodologies, evaluating labor and manufacturing overhead allocation practices and assumptions, enhancing management review controls, strengthening documentation supporting inventory valuation processes and increasing oversight by personnel with appropriate accounting and cost accounting expertise. A material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management concludes, through testing, that such controls are operating effectively.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the quarter ended June 30, 2026, management identified the material weakness described above and initiated remediation efforts designed to address the underlying control deficiencies. These efforts include evaluating and refining labor and manufacturing overhead cost pools and allocation methodologies, enhancing management review controls over inventory accounting and valuation, and strengthening supporting documentation and oversight of inventory costing activities. The Company expects to continue implementing these remediation activities during the remainder of 2026.

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