Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
|
SOLESENCE, INC. (Name of Issuer) |
Common Stock, par value $.01 (Title of Class of Securities) |
630079101 (CUSIP Number) |
Bradford T. Whitmore 5215 Old Orchard Road, Suite 620 Skokie, IL, 60077 847-733-1230 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
WHITMORE BRADFORD T | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,826,805.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
71.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Bradford T. Whitmore has shared voting power of 30,373,270 shares as the manager of Strandler, LLC, the holder of the shares. Bradford T. Whitmore has shared voting power of 18,669,879 shares as the manager of Whitmore Holdings, LLC, the holder of the shares. Bradford T. Whitmore has shared voting power of 675,515 shares as the manager of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares. Bradford T. Whitmore has shared dispositive power of 30,373,270 shares as the manager of Strandler, LLC, the holder of the shares. Bradford T. Whitmore has shared dispositive power of 18,669,879 shares as the manager of Whitmore Holdings, LLC, the holder of the shares. Bradford T. Whitmore has shared dispositive power of 675,515 shares as the manager of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares.
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
GRACE INVESTMENTS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
675,515.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
INV-GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
675,515.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
INV-GP, LLC has shared voting power of 675,515 shares as the General Partner of Grace Investments, LP, the holder of the shares. INV-GP, LLC has shared dispositive power of 675,515 shares as the General Partner of Grace Investments, LP, the holder of the shares.
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
MOBCAT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
675,515.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
MOBCAT, LLC has shared voting power of 675,515 shares as the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares. MOBCAT, LLC has shared dispositive power of 675,515 shares as the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares.
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
Strandler, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SOUTH DAKOTA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,373,270.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
43.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
Whitmore Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
< br> | ||||||||
| 6 | Citizenship or place of organization
TENNESSEE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,718,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Whitmore Holdings, LLC has shared voting power of 30,373,270 shares as the sole member of Strandler, LLC, the holder of the shares. Whitmore Holdings, LLC has shared voting power of 675,515 shares as the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, the General Partner of Grace Investments, LP, the holder of the shares. Whitmore Holdings, LLC has shared dispositive power of 30,373,270 shares as the sole member of Strandler, LLC, the holder of the shares. Whitmore Holdings, LLC has shared dispositive power of 675,515 shares as the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, the General Partner of Grace Investments, LP, the holder of the shares.
SCHEDULE 13D
|
| CUSIP No. | 630079101 |
| 1 |
Name of reporting person
Bradford Whitmore Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TENNESSEE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,718,664.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Bradford Whitmore Trust has shared voting power of 18,669,879 shares as the sole member of Whitmore Holdings, LLC, the holder of the shares. Bradford Whitmore Trust has shared voting power of 30,373,270 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of Strandler, LLC, the holder of the shares. Bradford Whitmore Trust has shared voting power of 675,515 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares. Bradford Whitmore Trust has shared dispositive power of 18,669,879 shares as the sole member of Whitmore Holdings, LLC, the holder of the shares. Bradford Whitmore Trust has shared dispositive power of 30,373,270 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of Strandler, LLC, the holder of the shares. Bradford Whitmore Trust has shared dispositive power of 675,515 shares as the sole member of Whitmore Holdings, LLC, which is the sole member of MOBCAT, LLC, which is the sole member of INV-GP, LLC, which is the General Partner of Grace Investments, LP, the holder of the shares.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $.01 | |
| (b) | Name of Issuer:
SOLESENCE, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1319 MARQUETTE DRIVE, ROMEOVILLE,
ILLINOIS
, 60446. | |
Item 1 Comment:
The undersigned hereby amends its Schedule 13D as most recently filed on September 3, 2024 relating to the common stock ("Common Stock") of Solesence, Inc., (the "Issuer"). Bradford T. Whitmore, Grace Investments, LP, INV-GP, LLC, MOBCAT, LLC, Strandler, LLC, Whitmore Holdings, LLC and Bradford Whitmore Trust are collectively referred to in this Amendment No. 21 as the "Filers". | ||
| Item 2. | Identity and Background | |
| (a) | This schedule is filed by Bradford T. Whitmore ("Whitmore"), Grace Investments, LP, a Delaware limited partnership ("Grace Investments"), INV-GP, LLC, a Delaware limited liability company ("INV"), MOBCAT, LLC, a Delaware limited liability company ("MOBCAT"), Strandler, LLC, a South Dakota limited liability company ("Strandler"), Whitmore Holdings, LLC ("WHLLC"), a Tennessee limited liability company, and Bradford Whitmore Trust, a trust formed under the laws of the State of Tennessee ("Whitmore Trust" and, collectively with Whitmore, Grace Investments, INV, MOBCAT, Strandler and WHLLC, the "Filers"). Whitmore is the trustee of Whitmore Trust and manager of WHLLC, Strandler, MOBCAT and INV. Whitmore Trust is the sole member of WHLLC. WHLLC is the sole member of MOBCAT, which is the sole member of INV. WHLLC is also the sole member of Strandler. INV is the general partner of Grace Investments. | |
| (b) | The business address of Grace Investments, INV and Whitmore is 5215 Old Orchard Road, Suite 620, Skokie, Illinois 60077. The business address of Strandler and MOBCAT is 401 3rd Street, #9, Rapid City, South Dakota 57701. The business address of WHLLC and Whitmore Trust is 4615 Churchwood Drive, Nashville, TN 37220. | |
| (c) | Whitmore's principal occupation is that of being trustee of Whitmore Trust and manager of WHLLC. The principal business of Grace Investments is to purchase, sell, invest, and trade in securities. The principal business of INV is that of being a general partner of Grace Investments. The principal business of MOBCAT is that of being the sole member of INV. The principal business of Strandler is to purchase, sell, invest, and trade in securities. The principal business of WHLLC is that of being a holding company for various interests. The principal business of Whitmore Trust is to own WHLLC and other assets. | |
| (d) | None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Whitmore is a citizen of the United States. Grace Investments is a Delaware limited partnership. INV is a Delaware limited liability company. MOBCAT is a Delaware limited liability company. Strandler is a South Dakota limited liability company. WHLLC is a Tennessee limited liability company. Whitmore Trust was formed under the laws of the State of Tennessee. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Common Stock beneficially owned by the Filers was purchased with working capital and partnership funds. | ||
| Item 4. | Purpose of Transaction | |
On May 29, 2025, Strandler purchased 6,689,000 shares of Common Stock from WHLLC. The Filers have no plans or proposals which relate to, or would result in, any of the matters referred to in Paragraphs (a) through (j), inclusive, of Item 4 of the Schedule 13D. The Filers may, at any time and from time to time, review or reconsider their investment in the Company and formulate plans or proposals with respect thereto, but have no present intention of doing so. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 70,103,279 shares of Common Stock reported to be outstanding on May 12, 2025, as set forth in the Issuer's Current Report on Form 10-Q for the three months ended March 31, 2025 filed with the Securities and Exchange Commission. | |
| (b) | Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Filer. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Filer. Regarding sole power to vote shares, see Row 7 of the cover page of each Filer. Regarding shared power to vote shares, see Row 8 of the cover page of each Filer. Regarding sole power to dispose of share
s, see Row 9 of the cover page of each Filer. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Filer. The percentage listed in Row 13 for the Filer was calculated based on 70,103,279 shares of Common Stock reported to be outstanding on May 12, 2025, as set forth in the Issuer's Current Report on Form 10-Q for the three months ended March 31, 2025, filed with the Securities and Exchange Commission. | |
| (c) | The transactions effected by the Filers during the past sixty days are set for as follows: On May 29, 2025 Whitmore Holdings sold 2,500,000 shares to Strandler at a price of $4.20 per share. On May 29, 2025 Whitmore Holdings sold 4,189,000 shares to Strandler at a price of $4.20 per share. | |
| (d) | No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the Shares. | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as described herein, there are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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