NANX Nanophase Technologies Corp (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 6, 2024

_______________________________

NANOPHASE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-22333	36-3687863
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1319 Marquette Drive

Romeoville, Illinois 60446

(Address of Principal Executive Offices) (Zip Code)

(630) 771-6708

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NANOPHASE TECHNOLOGIES CORPORATION
Date: August 6, 2024	By:	/s/ Jess Jankowski
		Jess Jankowski
		Chief Executive Officer

 

EXHIBIT 99.1

Nanophase Reports Record Second Quarter Revenue and Profit

—$13 Million in Q2 Revenue, with Solésence Revenue up 44% YOY 
—$1.7 Million in Profit for the First Half of 2024 alongside Record Q2 Profit 
—Record Third Win in a Row at Cosmoprof and Cosmopack North America 

ROMEOVILLE, Ill., Aug. 06, 2024 (GLOBE NEWSWIRE) -- Nanophase Technologies Corporation (OTCQB: NANX), a leader in mineral-based and scientifically-driven health care solutions across beauty and life science categories — with innovations that protect skin from environmental aggressors and aid in medical diagnostics — today announced record financial results for the second quarter ended June 30, 2024.  

Jess Jankowski, President and Chief Executive Officer, commented: “The efforts we have made in the last half year are continuing to show results as we deliver another profitable quarter. We expect this progress to continue as we build the team needed to sustain our performance.” 

Kevin Cureton, Chief Operating Officer, commented: “We are now seeing that our company has the ability to simultaneously grow with our dynamic industry and improve our operational effectiveness. While the journey to becoming a best-in-class development and manufacturing organization has just begun, we are pleased with our progress. We were also both thrilled and humbled to make history this year at the Cosmoprof and Cosmopack North America Awards, when we took home our third consecutive Cosmopack North America Award for Formulation for our Lip Oil SPF 40+. Through the three years of Cosmopack Formulation Awards, we have demonstrated to our industry that SPF-infused beauty can be more aesthetically pleasing and outperform non-SPF products across categories, with a skincare product winning in 2022, a complexion product in 2023, and now a makeup product winning in 2024. The result is that consumers no longer have to choose between protecting their skin and looking their best – through the power of our technology and prowess of our teams, they can have it all!”  

Second Quarter Financial Highlights 

• Revenue for the second quarter was $13 million, vs. $11.9 million for the same period in 2023, a 10% increase. 
  • Solésence revenue was $11.2 million, vs. $7.8 million for the same period in 2023, a 44% increase. 
• Net income was $856,000 for the second quarter, vs. $333,000 for the same period in 2023, a 157% increase. 
  

Six-Month Financial Highlights 

• Revenue for the six months ended June 30^th was $22.9 million, vs. $21.3 million for the same period in 2023, a 7% increase. 
  • Solésence revenue was $19.3 million, vs. $12.8 million for the same period in 2023, a 51% increase. 
• Gross profit for the six months ended June 30^th was $7.3 million, vs $5.8 million for the same period in 2023, a 26% increase. 
• Net income for the six months ended June 30^th was $1.7 million, vs. a net loss of $0.8 million for the same period in 2023, a 312% increase. 
  • Net income as a percentage of sales was 8% for the period. 
    

Operational Highlights 

Solésence Beauty Science Won Third Consecutive Cosmopack North America Formulation Award  

• In July, Solésence won the Formulation Award at Cosmopack North America for the third year in a row, making Solésence the first and only third-time winner of the Awards in the Cosmoprof North America network (Cosmoprof & Cosmopack North America Awards). 
  • The winning 2024 formula was Lip Oil SPF 40+ featuring Solésence Kleair™. 
  • The Company won the same award in 2023 for Natural Glow Face Oil SPF 40+ featuring Solésence Kleair™ and Solésence Bloom™ and in 2022 for Multi-Cultural Magic SPF 50+ featuring Solésence Kleair™. 
    

Global Integration of KPIs 

• In the second quarter, the Company implemented process improvements in the planning system to improve efficiencies and welcomed a new Operations Planning Manager to support ongoing growth in Production.  
• In the first half of 2024, the Company integrated KPIs with global visibility across all departments and began the implementation of Overall Equipment Effectiveness (OEE) methodologies for evaluating performance and defining key opportunities for continued improvement.         

Jankowski continued: “With our second half revenue expected to exceed first half performance by more than 20%, we remain poised to continue the strong revenue growth that has been the hallmark of the past five years for our Company. We are now demonstrating margin performance above our industry averages enabled by our focus on both operational improvements and financial management to lower costs and contain expenses. We look forward to speaking with our investors about our record performance and sharing our positive outlook for the rest of 2024.”  

Conference Call 

Nanophase will host its Second Quarter Conference Call on Wednesday, August 7, 2024, at 11:00 a.m. CDT, 12:00 p.m. EDT, to discuss its financial results and provide a business and financial update. On the call will be Jess Jankowski, the Company’s President & CEO, joined by Kevin Cureton, the Company’s Chief Operating Officer.

Participant Registration: 

https://register.vevent.com/register/BI1f3051f859dd4b0e901722ef14e8ee82

To receive the dial-in number, as well as your personalized PIN, you must register at the above link. Once registered, you will also have the option to have the system dial-out to you once the conference call has begun. If you forget your PIN prior to the conference call, you can simply re-register. 

Listen-Only Webcast & Replay: 

https://edge.media-server.com/mmc/p/58zb87un

The call may also be accessed through the company’s website, at www.nanophase.com, by clicking on Investor Relations, Investor News, and the links in this conference call announcement release. Please connect to the conference at least five minutes before the call is scheduled to begin. 

FINANCIAL RESULTS AND NON-GAAP INFORMATION 

Use of Non-GAAP Financial Information 

Nanophase believes that the presentation of results excluding certain items, such as non-cash equity compensation charges, provides meaningful supplemental information to both management and investors, facilitating the evaluation of performance across reporting periods. The Company uses these non-GAAP measures for internal planning and reporting purposes. These non-GAAP measures are not in accordance with, or an alternative for, Generally Accepted Accounting Principles (“GAAP”) and may be different from non-GAAP measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or net income per share prepared in accordance with GAAP. 

About Nanophase Technologies 

Nanophase Technologies Corporation (OTCQB: NANX), www.nanophase.com, is a leading innovator in mineral-based and scientifically driven healthcare solutions across beauty and life science categories, as well as other legacy advanced materials applications. Leveraging a platform of integrated, patented and proprietary technologies, the Company creates products with unique performance, enhancing consumers' health and well-being. We deliver commercial quantity and quality engineered materials both as ingredients and as part of fully formulated products in a variety of formats.  

About Solésence Beauty Science 

Solésence, www.solesence.com, a wholly owned subsidiary of Nanophase Technologies, is changing the face of skin health with patented, mineral-based technology that is embraced by leading performance-driven and clean beauty brands alike. Our patented products for brands transform the way mineral actives look, feel and function — enabling textures never-before-seen in the mineral space and inclusivity never-before-seen in the sun care space. Solésence’s innovative formulations offer best-in-class UV protection, unparalleled free radical prevention to protect against pollution, and enhanced antioxidant performance. 

Forward-Looking Statements 

This press release contains words such as “expects,” “shall,” “will,” “believes,” and similar expressions that are intended to identify forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements in this announcement are made based on the Company’s current beliefs, known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties that could cause the Company’s results of operations, performance, and achievements to differ materially from current expectations expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, without limitation, the following: a decision by a customer to cancel a purchase order or supply agreement in light of the Company’s dependence on a limited number of key customers; uncertain demand for, and acceptance of, the Company’s engineered materials, ingredients, and fully formulated products; the Company’s manufacturing capacity and product mix flexibility in light of customer demand; the Company’s limited marketing experience; changes in development and distribution relationships; the impact of competitive products and technologies; the Company’s dependence on patents and protection of proprietary information; the resolution of litigation in which the Company may become involved; the impact of any potential new government regulations that could be difficult to respond to or too costly to comply with while remaining financially viable; the ability of the Company to maintain an appropriate electronic trading venue; and other factors described in the Company’s Form 10-K filed March 28, 2024. In addition, the Company’s forward-looking statements could be affected by general industry and market conditions and growth rates. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties, or other contingencies.  

Investor Relations Contact: 

Phone: (630) 771-6736 

NANOPHASE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited Consolidated Condensed)
			(in thousands except share and per share data)
			June				December 31,
			2024				2023
ASSETS			(Unaudited)
Current assets:
	Cash		$	2,358			$	1,722
	Trade accounts receivable, less allowance for credit losses of $307
		for June 30, 2024 and $225 for December 31, 2023		5,932				3,467
	Inventories, net			13,874				10,031
	Prepaid expenses and other current assets			2,096				1,082
		Total current assets		24,260				16,302
	Equipment and leasehold improvements, net			9,261				8,668
	Operating leases, right of use			7,326				7,907
	Other assets, net			2				4
			$	40,849			$	32,881
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Lines of credit - accounts receivable, related party			2,272				2,810
	Current portion of long term debt, related party			-				2,000
	Current portion of operating lease obligations			1,043				1,297
	Accounts payable			5,577				6,260
	Current portion of deferred revenue			3,077				2,353
	Accrued expenses			1,800				869
		Total current liabilities		13,769				15,589
	Long-term portion of operating lease obligations			8,714				9,152
	Long-term debt - inventory, related party			5,200				5,000
	Long-term debt, related party			1,000				1,000
	Asset retirement obligation			242				238
		Total long-term liabilities		15,156				15,390
Shareholders' equity:
	Preferred stock, $.01 par value, 24,088 shares authorized and
		no shares issued and outstanding		-				-
	Common stock, $.01 par value, 95,000,000 and 60,000,000 shares authorized;
		69,860,984 and 49,627,254 shares issued and outstanding on June 30, 2024
		and December 31, 2023, respectively		698				496
	Additional paid-in capital			114,140				106,069
	Accumulated deficit			(102,914	)			(104,663	)
		Total stockholders' equity		11,924				1,902
Total liabilities and shareholders' equity			$	40,849			$	32,881

NANOPHASE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited Consolidated Condensed)
(in thousands except share and per share data)
					Three months ended						Six months ended
					June 30,						June 30,
						2024			2023			2024			2023
Revenue:
	Product revenue				$	12,923		$	11,844		$	22,694		$	21,180
	Other revenue					123			28			220			149
		Net revenue				13,046			11,872			22,914			21,329
	Cost of revenue					9,306			8,197			15,594			15,505
		Gross profit				3,740			3,675			7,320			5,824
Operating expense:
	Research and development expense					864			991			1,776			1,994
	Selling, general and administrative expense					1,829			2,105			3,388			4,255
Income from operations						1,047			579			2,156			(425	)
	Interest expense					191			246			409			400
	Other income, net					-			-			-			-
Income before provision for income taxes						856			333			1,747			(825	)
Provision for income taxes						-			-			-			-
Net income (loss)					$	856		$	333		$	1,747		$	(825	)
Net income (loss) per share-basic					$	0.02		$	0.01		$	0.03		$	(0.02	)
Weighted average number of common shares outstanding - basic						56,674,170			49,567,338			54,675,011			49,498,755
Net income per share-diluted					$	0.01		$	0.01		$	0.03		$	(0.02	)
Weighted average number of common shares outstanding - diluted						58,709,170			50,136,338			56,662,011			49,498,755

NANOPHASE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS - EXPANDED SCHEDULE
(Unaudited Consolidated Condensed)
(in thousands except share and per share data)
					Three months ended						Six months ended
					June 30,						June 30,
					2024			2023			2024			2023
Revenue:
	Product revenue				$	12,923		$	11,844		$	22,694		$	21,180
	Other revenue					123			28			220			149
		Net revenue				13,046			11,872			22,914			21,329
Operating expense:
	Cost of revenue detail:
	Depreciation					222			158			444			316
	Non-Cash equity compensation					28			28			54			55
	Other costs of revenue					9,056			8,011			15,096			15,134
		Cost of revenue				9,306			8,197			15,594			15,505
			Gross profit			3,740			3,675			7,320			5,824
	Research and development expense detail:
	Depreciation					5			7			11			14
	Non-Cash equity compensation					32			45			65			92
	Other research and development expense					827			939			1,700			1,888
		Research and development expense				864			991			1,776			1,994
	Selling, general and administrative expense detail:
	Depreciation and amortization					7			8			14			15
	Non-Cash equity compensation					97			123			198			258
	Other selling, general and administrative expense					1,725			1,974			3,176			3,982
		Selling, general and administrative expense				1,829			2,105			3,388			4,255
Income from operations						1,047			579			2,156			(425	)
	Interest expense					191			246			409			400
	Other income, net					-			-			-			-
Income before provision for income taxes						856			333			1,747			(825	)
Provision for income taxes						-			-			-			-
Net (loss) income					$	856		$	333		$	1,747		$	(825	)
Non-GAAP Disclosure (see note regarding Non-GAAP disclosures):
	Addback Interest, net					191			246			409			116
	Addback Depreciation/Amortization					234			134			469			269
	Addback Non-Cash Equity Compensation					157			135			317			302
	Subtract Non-Cash Other Income					-			-			-			-
	Adjusted EBITDA				$	1,438		$	848		$	2,942		$	(138	)

v3.24.2.u1

Cover	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 06, 2024
Entity File Number	000-22333
Entity Registrant Name	NANOPHASE TECHNOLOGIES CORPORATION
Entity Central Index Key	0000883107
Entity Tax Identification Number	36-3687863
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1319 Marquette Drive
Entity Address, City or Town	Romeoville
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60446
City Area Code	630
Local Phone Number	771-6708
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---