UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: ~~June 30, 2022~~March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
the Securities Exchange Act of 1934

For the transition period from to _______ to _______

Commission File Number: 000-22333

Nanophase Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware	36-3687863
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1319 Marquette Drive, Romeoville, Illinois 60446

(Address of principal executive offices, and zip code)

Registrant’s telephone number, including area code: (630) 771-6708

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☐	Smaller reporting company ☑

	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~August 15, 2022,~~May 12, 2023, there were ~~49,137,030~~49,576,704 shares outstanding of common stock, par value $.01, of the registrant.

NANOPHASE TECHNOLOGIES CORPORATION

QUARTER ENDED ~~JUNE 30,~~MARCH 31, 2022

INDEX

				Page
PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Consolidated Condensed Financial Statements		3
		Consolidated Balance Sheets (Unaudited Consolidated Condensed) as of ~~June 30, 2022,~~March 31, 2023 and December 31, ~~2021~~2022		3
		Consolidated Statements of Operations (Unaudited Consolidated Condensed) for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~		4
		Consolidated Statements of Stockholders’ Equity (Unaudited Consolidated Condensed) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023, and 2022 ~~and 2021~~		5
		Consolidated Statements of Cash Flows (Unaudited Consolidated Condensed) for the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~		6
		Notes to Unaudited Consolidated Condensed Financial Statements		7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12	14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15	18
	Item 4.	Controls and Procedures	15	18

PART II - OTHER INFORMATION			15	18
	Item 1.	Legal Proceedings	15	18
	Item 1A.	Risk Factors	15	19
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15	19
	Item 3.	Defaults Upon Senior Securities	15	19
	Item 4.	Mine Safety Disclosures	15	19
	Item 5.	Other Information	15	19
	Item 6.	~~Exhibits~~	16Exhibits		19

SIGNATURES			17	20

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NANOPHASE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited Consolidated Condensed)


	(in thousands except share and per share data)						(in thousands except share and per share data)
ASSETS	June 30, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Current assets:
Cash	$	664		$	657		$	1,094		$	2,186
Trade accounts receivable, less allowance for doubtful accounts of $161 for June 30, 2022, and $60 for December 31, 2021		6,537			3,937
Trade accounts receivable, less allowance for doubtful accounts of $298 for March 31, 2023, and $139 for December 31, 2022								4,380			4,734
Inventories, net		8,949			6,095			8,118			8,839
Prepaid expenses and other current assets		1,201			910			933			866
Total current assets		17,351			11,599			14,525			16,625

Equipment and leasehold improvements, net		5,715			4,712			8,235			7,949
Operating leases, right of use		11,418			12,075			8,714			8,978
Other assets, net		7			8			4			6
Total assets	$	34,491		$	28,394		$	31,478		$	33,558
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Line of credit, related party	$	5,835		$	1,351			6,892			7,282
Current portion of finance lease obligations		35			105
Current portion of operating lease obligations		1,161			589
Accounts payable		4,368			3,566			6,032			6,363
Current portion of long-term debt, related party								1,000			—
Current portion of deferred revenue		709			783			1,807			2,167
Accrued expenses		1,426			946			1,132			1,023
Total current liabilities		13,534			7,340			16,863			16,835

Long-term portion of finance lease obligations		1			6
Long-term portion of operating lease obligations		11,067			11,700			9,751			9,823
Long-term debt, related party		1,000			1,000			—			1,000
Long-term portion of deferred revenue		675			661			35			21
Asset retirement obligations		227			222			232			230
Total long-term liabilities		12,970			13,589			10,018			11,074

Contingent liabilities		—			—

Shareholders’ equity:
Preferred stock, $.01 par value, 24,088 shares authorized, and 0 shares issued and outstanding		—			—
Common stock, $.01 par value, 60,000,000 and 55,000,000 shares authorized; 49,137,030 and 48,893,573 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		491			489
Preferred stock, $.01 par value, 24,088 shares authorized, and no shares issued and outstanding								—			—
Common stock, $.01 par value, 60,000,000 shares authorized; 49,520,571 and 49,320,680 shares issued and outstanding on March 31, 2023 and December 31, 2022, respectively								495			493
Additional paid-in capital		104,831			104,423			105,534			105,226
Accumulated deficit		(97,335	)		(97,447	)		(101,432	)		(100,070	)
Total Shareholders’ equity		7,987			7,465			4,597			5,649
Total liabilities and shareholders’ equity	$	34,491		$	28,394		$	31,478		$	33,558

See Notes to Consolidated Condensed Financial ~~Statements~~Statements.

NANOPHASE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited Consolidated Condensed)

(in thousands except share and per share data)


	Three months ended June 30,				Six months ended June 30,					Three months ended March 31,
	2022		2021		2022		2021			2023			2022
										(in thousands except share and per share data)
Revenue:
Product revenue	$	10,796	$	7,025	$	18,842	$	14,075		$	9,336		$	8,046
Other revenue		426		89		536		111			121			110
Total revenue		11,222		7,114		19,378		14,186			9,457			8,156

Operating expense:
Cost of revenue		8,486		4,600		14,474		9,642			7,308			5,988
Gross profit		2,736		2,514		4,904		4,544			2,149			2,168

Operating expense:
Research and development expense		797		536		1,463		1,035			1,003			666
Selling, general and administrative expense		1,816		1,018		3,213		2,052			2,150			1,397
Income from operations		123		960		228		1,457
(Loss) income from operations											(1,004	)		105
Interest expense		73		919		116		1,058			155			43
Other income, net		—		—		—		(952	)
Income before provision for income taxes		50		41		112		1,351
(Loss) income before provision for income taxes											(1,159	)		62
Provision for income taxes		—		—		—		—			—			—
Net income	$	50	$	41	$	112	$	1,351

Net income per basic share	$	0.00	$	0.00	$	0.00	$	0.03
Net (loss) income										$	(1,159	)	$	62

Net (loss) income per share-basic										$	(0.02	)	$	0.00

Weighted average number of basic common shares outstanding		49,045,047		44,367,496		49,014,847		41,294,394			49,429,407			48,984,312

Net income per diluted share	$	0.00	$	0.00	$	0.00	$	0.03
Net (loss) income per share-diluted										$	(0.02	)	$	0.00

Weighted average number of diluted common shares outstanding		51,008,047		46,362,496		50,990,847		43,078,394			49,429,407			51,064,312

See Notes to Consolidated Condensed Financial ~~Statements~~Statements.

NANOPHASE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited Consolidated Condensed)


	Preferred Stock				Common Stock				Additional Paid-in		Accumulated					Preferred Stock				Common Stock				Additional
Description	Shares		Amount		Shares		Amount		Capital		Deficit			Total		Shares		Amount		Shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance on December 31, 2020		—	$	—		38,221,292	$	382	$	102,117	$	(99,767	)	$	2,732
Stock-based compensation		—		—		—		—		42		—			42
Net income for the three months ended March 31, 2021		—		—		—		—		—		1,310			1,310
Balance on March 31, 2021		—	$	—		38,221,292	$	382	$	102,159	$	(98,457	)	$	4,084

Stock option exercises		—		—		143,500		2		76		—			78
Exercise of conversion rights – convertible loan, related party		—		—		10,095,555		101		1,918		—			2,019
Stock-based compensation		—		—		—		—		53		—			53
Net income for the three months ended June 30, 2021		—		—		—		—		—		41			41
Balance on June 30, 2021		—	$	—		48,460,347	$	485	$	104,206	$	(98,416	)	$	6,275

Balance on December 31, 2021		—	$	—		48,893,573	$	489	$	104,423	$	(97,447	)	$	7,465		—	$	—		48,893,573	$	489	$	104,423	$	(97,447	)	$	7,465
Issuance of shares and stock option exercises		—		—		133,168		1		72		—			73		—		—		133,168		1		72		—			73
Stock-based compensation		—		—		—		—		148		—			148		—		—		—		—		148		—			148
Net income for the three months ended March 31, 2022		—		—		—		—		—		62			62		—		—		—		—		—		62			62
Balance on March 31, 2022		—	$	—		49,026,741	$	490	$	104,643	$	(97,385	)	$	7,748		—	$	—		49,026,741	$	490		104,643	$	(97,385	)	$	7,748

Balance on December 31, 2022																	—	$	—		49,320,680	$	493	$	105,226	$	(100,070	)	$	5,649
Issuance of shares and stock option exercises		—		—		110,289		1		33		—			34		—		—		199,891		2		99		—			101
Stock-based compensation		—		—		—		—		155		—			155		—		—		—		—		209		—			209
Net income for the three months ended June 30, 2022		—		—		—		—		—		50			50
Balance on June 30, 2022		—	$	—		49,137,030	$	491	$	104,831	$	(97,335	)	$	7,987
Cumulative effect of accounting changes related to expected credit loss																	—		—		—		—		—		(203	)		(203	)
Net loss for the three months ended March 31, 2023																	—		—		—		—		—		(1,159	)		(1,159	)
Balance on March 31, 2023																	—	$	—		49,520,571	$	495	$	105,534	$	(101,432	)	$	4,597

~~See Notes to Consolidated Condensed Financial Statements.~~

~~NANOPHASE TECHNOLOGIES CORPORATION~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited Consolidated Condensed)~~

Six months ended June 30,
2022 2021
(in thousands)
Operating activities:
Net income $ 112 $ 1,351
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Depreciation and amortization 271 210
Share-based compensation 303 95
Gain on PPP loan forgiveness — (952 )
Amortization of operating lease, right of use asset 657 42
Amortization of debt discount — 903
Changes in assets and liabilities related to operations:
Trade accounts receivable (2,600 ) (464 )
Inventories (2,854 ) (1,281 )
Prepaid expenses and other assets (290 ) (114 )
Accounts payable 661 239
Accrued expenses 480 489
Deferred revenue (60 ) 30
Operating lease obligations (61 ) (60 )
Net cash (used in) provided by operating activities (3,381 ) 488

Investing activities:
Acquisition of equipment and leasehold improvements (1,128 ) (508 )
Net cash used in investing activities (1,128 ) (508 )

Financing activities:
Principal payments on finance leases (75 ) (93 )
Proceeds from line of credit, bank — 500
Payments to the line of credit, bank — (1,000 )
Proceeds from line of credit, related party 18,675 11,975
Payments to line of credit, related party (14,191 ) (11,820 )
Proceeds from term loan, related party — 500
Payments from exercise of stock options 107 78
Net cash provided by financing activities 4,516 140
Increase in cash and cash equivalents 7 120
Cash and cash equivalents at beginning of period 657 957
Cash and cash equivalents at end of period $ 664 $ 1,077

Supplemental cash flow information:
Interest paid $ 87 $ 106

Supplemental non-cash investing and financing activities:
Accounts payable incurred for the purchase of equipment and leasehold improvements $ 141 $ 258
Conversion of $2M convertible loan, related party $ — $ 2,000
Interest paid via stock issuance, convertible loan, related party $ — $ 19
See Notes to Consolidated Condensed Financial Statements.

65

NANOPHASE TECHNOLOGIES CORPORATION
~~NOTES TO~~ CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS
(Unaudited Consolidated Condensed)

Three months ended March 31,
2023 2022
(in thousands)
Operating activities:
Net (loss) income $ (1,159 ) $ 62
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization 174 136
Stock-based compensation 209 148
Changes in assets and liabilities related to operations:
Trade accounts receivable 151 (1,337 )
Inventories 721 (2,464 )
Prepaid expenses and other assets (67 ) (94 )
Accounts payable (768 ) 1,347
Accrued expenses 111 15
Deferred revenue (346 ) 65
Change in ROU asset and lease liability, net 192 347
Net cash used in operating activities (782 ) (1,775 )

Investing activities:
Acquisition of equipment and leasehold improvements (21 ) (378 )
Net cash used in investing activities (21 ) (378 )

Financing activities:
Principal payments on finance leases — (38 )
Proceeds from line of credit, related party 7,150 8,125
Payments to line of credit, related party (7,540 ) (5,767 )
Proceeds from exercise of stock options 101 73
Net cash (used in) provided by financing activities (289 ) 2,393
Increase in cash and cash equivalents (1,092 ) 240
Cash and cash equivalents at beginning of period 2,186 657
Cash and cash equivalents at end of period $ 1,094 $ 897

Supplemental cash flow information:
Interest paid $ 97 $ 27

Supplemental non-cash investing and financing activities:
Accounts payable incurred for the purchase of equipment and leasehold improvements $ 437 $ 40

See Notes to Consolidated Condensed Financial Statements.
6
NANOPHASE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited Consolidated Condensed)
(in thousands, except share and per share data or as otherwise noted herein)
(1) Basis of Presentation
The accompanying unaudited consolidated condensed interim financial statements of Nanophase Technologies Corporation (“Nanophase”, “Company”, “we”, “our”, or “us”) reflect all adjustments (consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair statement of our financial position and operating results for the interim periods presented. All statements include the results from both Nanophase and our wholly-owned subsidiary, Solésence, LLC (“Solésence,” or our “Solésence® subsidiary”). Operating results for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023.
These financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, ~~2021,~~2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 as filed with the Securities and Exchange Commission.
(2) Description of Business
Nanophase Technologies Corporation (“Nanophase,” “Company,” “we,” “our,” or “us”) is a science-driven company which, along with its wholly owned subsidiary, Solésence, LLC (our “Solésence beauty science subsidiary”), is focused in various beauty- and life-science markets. Using consumer health as our end-goal and science and innovation to guide the path, skin health and medical diagnostics combined currently make up the ~~great~~ majority of our business and drive our forward growth strategy. We offer engineered materials, formulation development and commercial manufacturing through an integrated family of technologies. Our expertise in materials engineering allows us to effectively coat and disperse particles on a nano and “non-nano” scale for use in a variety of skin health markets, including for use in sunscreens as active ingredients and as fully developed prestige skin care and cosmetics products, marketed and sold through our Solésence beauty science subsidiary. In terms of our life sciences focus, we have seen demand ~~significantly~~ decrease for our medical diagnostics ~~ingredients during 2022.~~ingredients. Additionally, we continue to sell products in legacy markets, including architectural coatings, industrial coating applications, abrasion-resistant additives, plastics additives, and surface finishing technologies (polishing) applications, all of which, along with medical diagnostics, fall into the advanced materials product category.
We target markets, primarily related to skin health products and ingredients, as well as diagnostic life sciences ingredients where we believe our materials and products offer practical and competitive minerals-based solutions. We traditionally work closely with current customers in these target markets to identify their material and performance requirements. We market our materials to various end-use applications manufacturers, and our Solésence® products to cosmetics and skin care brands.
Recently developed technologies have made certain new products possible and opened potential new markets. During 2015 we were granted a patent on a new type of particle surface treatment (coating) — now called Active Stress Defense ™ Technology — which became the cornerstone of our new product development in personal care, with first revenue recognized during 2016. Active Stress Defense™ now refers to a suite of three proprietary technologies — Original Active Stress Defense™, Kleair™, and Bloom™ — all three of which either utilize a unique and proprietary, mineral-based technology or work synergistically with one of our unique and proprietary, mineral-based technologies to improve performance and/or aesthetics. Our ongoing innovation efforts include new IP in areas that advance environmental protection, align with market needs, and complement our existing technologies Through the creation of our Solésence beauty science subsidiary, we utilize our technology suite to manufacture and sell fully developed solutions to targeted customers in the skin care industry, typically in prestige skin care and cosmetics markets, in addition to the ingredients we have traditionally sold in the personal care area.
Although our primary strategic focus has been the North American market, we currently sell materials to customers overseas and have been working to expand our reach within foreign markets. Our common stock trades on the OTCQB marketplace under the symbol NANX.
While product sales comprise the majority of our revenue, we also recognize revenue from other sources from time to time. These activities are not expected to drive the long-term growth of the business. For this reason, we classify such revenue as “other revenue” in our Consolidated Statements of Operations, as it does not represent revenue directly from the sale of our products.

(3) Revenues
Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration we expect to receive in exchange for those goods. When our ingredients and finished products are shipped, with control being transferred at the shipping point almost universally, is the point in time at which we recognize the related revenue.
We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. Customers’ deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are classified as reductions of revenue in our statements of operations.
Contract balances at ~~June 30,~~March 31, 2023, December 31, 2022, and December 31, 2021 ~~and December 31, 2020~~ are as follows:

Accounts Receivable Contract Assets Contract    Liabilities
Balance, December 31, 2020 $ 2,932 $ 179 $ 411
Balance, December 31, 2021 3,937 179 1,444
Balance, June 30, 2022 6,537 179 1,384

Accounts
Receivable, net
of Unbilled
Contract
Assets Contract
Liabilities
Balance, December 31, 2021 $ 3,937 $ 179 $ 1,444
Balance, December 31, 2022 4,734 — 2,188
Balance, March 31, 2023 4,380 — 1,842

7
~~The contract asset balance at June 30, 2022, December 31, 2021, and December 31, 2020 consists of $179~~ ~~of contract assets reported within prepaid expenses and other current assets.~~
Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period was $891,297 and $~~145~~123, for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $212~~ ~~and $221~~ ~~for the six months ended June 30, 2022 and 2021,~~ respectively.
Other revenue may include revenue from technology license fees and paid development projects. Technology license fees and paid development projects are recognized over time when the obligations under the agreed upon contractual arrangements are performed on our part. Other revenue recognized over time was $76121 and $89110, for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $186~~ ~~and $111~~ ~~for the six months ended June 30, 2022 and 2021,~~ respectively. ~~Other revenue recognized at a point in time was $350~~ ~~and $~~0~~, for the three months ended June 30, 2022 and 2021, respectively, and $350~~ ~~and $~~0 ~~for the six months ended June 30, 2022 and 2021 respectively.~~
(4) Earnings Per Share
Options to purchase approximately ~~1,963,000~~ ~~and~~ ~~1,976,000~~1,164,000 shares of common stock that were outstanding as of ~~June 30,~~March 31, 2023 were not included in the computation of earnings per share for the three months ended March 31, 2023, as inclusion of these shares would have resulted in an anti-dilutive effect and were thus omitted from disclosure. Options to purchase approximately 2,080,000 shares of common stock that were outstanding as of March 31, 2022 were included in the computation of earnings per share for the three months ~~and six months~~ ended ~~June 30, 2022, respectively. Options to purchase approximately~~ ~~1,995,000~~ ~~and~~ ~~1,784,000~~ ~~shares of common stock that were outstanding as of June 30, 2021 were included in the computation of earnings per share for the three months and six months ended June 30, 2021, respectively.~~March 31, 2022.
Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows:

Three months ended
March 31,
2023 2022
Numerator: (in Thousands)
Net (loss) income $ (1,159 ) $ 62

Denominator:
Weighted average number of basic common shares outstanding 49,429,407 48,984,312
Weighted average additional shares assuming conversion of in-the-money stock options to common shares — 2,080,000
Weighted average number of diluted common shares outstanding 49,429,407 51,064,312

Basic earnings per common share:
Net (loss) income per share – basic $ (0.02 ) $ 0.00
Diluted earnings per common share:
Net (loss) income per share – diluted $ (0.02 ) $ 0.00

Three months ended June 30, Six months ended June 30,
2022 2021 2022 2021

Numerator: (in Thousands)
Net income $ 50 $ 41 $ 112 $ 1,351

Denominator:
Weighted average number of basic shares outstanding 49,045,047 44,367,496 49,014,847 41,294,394
Weighted average additional shares assuming conversion of in-the-money stock options to common shares 1,963,000 1,995,000 1,976,000 1,784,000
Weighted average number of diluted common shares outstanding 51,008,047 46,362,496 50,990,847 43,078,394

Basic earnings per common share:
Net income per share – basic $ 0.00 $ 0.00 $ 0.00 $ 0.03
Diluted earnings per common share:
Net income per share – diluted $ 0.00 $ 0.00 $ 0.00 $ 0.03
(5) Financial Instruments
We follow ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.

Our financial instruments include cash, ~~any~~ cash equivalents, accounts receivable, accounts payable and accrued expenses, along with any ~~short term~~short-term and long-term borrowings as described in Note 6. The carrying values of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses are reasonable estimates of their fair value due to the short-term nature. The fair value of short-term and long-term debt approximates carrying value based on comparison of terms to similar debt offering in the marketplace.
There were 0no financial instruments adjusted to fair value on ~~June 30, 2022 and~~March 31, 2023, or December 31, ~~2021.~~2022.
(6) Notes and Lines of Credit
Notes and lines of credit consist of the following:

As of June 30, 2022 As of December 31, 2021
Rate Total Borrowing Capacity Outstanding Borrowed Balance Total Borrowing Capacity Outstanding Borrowed Balance
Strandler, LLC ⁽¹⁾ 4.00% $ — $ 1,000 n/a n/a
Beachcorp, LLC ⁽¹⁾ 5.25% n/a n/a $ 1,000 $ 1,000
Beachcorp, LLC ⁽²⁾ 5.50% 5,938 3,835 3,753 3,365
Beachcorp, LLC ⁽³⁾ 5.50% 3,780 2,000 n/a n/a

~~Related party interest summary:~~

Three months ended June 30, Six months ended June 30,
2022 2021 2022 2021

Interest expense, related parties $ 68 $ 911 $ 107 $ 1,042
Accrued interest expense, related parties 29 17 29 17
8
As of March 31, 2023 As of December 31, 2022
Rate Available Outstanding
Balance Available Outstanding
Balance
Libertyville Bank & Trust ⁽¹⁾ 9.00 % 30 — — —
Libertyville Bank & Trust ⁽²⁾ 9.00 % 500 — — —
Strandler, LLC ⁽³⁾⁽⁴⁾ 8.75 % 1,000 1,000 1,000 1,000
Beachcorp, LLC ⁽³⁾⁽⁵⁾ 8.75 % 4,614 2,893 4,392 4,282
Beachcorp, LLC ⁽³⁾⁽⁶⁾ 8.75 % 4,000 4,000 4,000 3,000

1) Since July 2014, we have maintained a bank-issued letter of credit for up to $1)30 in borrowings, with interest at the prime rate plus 1%, to support our obligations under our Romeoville, Illinois facility lease agreement. No borrowings have been incurred under this promissory note. It is our intention to renew this note annually. Because there were no amounts outstanding on the note at any time during 2023 or 2022, we have recorded no related liability on our balance sheet.
2) The Company maintains a credit agreement with Libertyville which most recently served the primary purpose of insuring that it met its cash balance requirements at quarter end relating to a contract with the Company’s largest customer. Interest on drawn balances was at the prime rate plus 1%. On December 21, 2021, the existing credit agreement with Libertyville was converted for use to support our obligations under our newly leased manufacturing and warehouse space in Bolingbrook, Illinois. Interest on drawn balances will be at the prime rate plus 1%. This credit agreement has a maturity of December 22, 2023. We expect to renew this agreement annually, as the lease requires. This credit agreement is secured by all the unencumbered assets of the Company, and has superior collateral rights to those credit facilities with Beachcorp, LLC and Strandler, LLC.
3) On November 16, 2018, we entered into a Business Loan Agreement (the “Master Agreement”) with Beachcorp, LLC. The Master Agreement relates to two loan facilities, each evidenced by a separate promissory note dated as of November 16, 2018: a term loan to the Company of up to $500 to be disbursed in a single advance (the “Term Loan”) with a fixed annual interest rate of 8.25%, payable quarterly, and with principal due on December 31, 2020; and an asset-based revolving loan facility for the Company of up to $2,000 (the “A/R Revolver Facility”), with floating interest accruing at the prime rate plus 3% (8.25% minimum) per year, with a borrowing base consisting of qualified accounts receivable of the Company, and a maturity of March 31, 2020, as amended. On March 23, 2020, the Company and Beachcorp, LLC executed the First Amendment to our Master Agreement that extended the maturities of both the Term Loan and the A/R Revolver Facility to March 31, 2021. Effective September 8, 2020, the Company and Beachcorp, LLC executed the Second Amendment to our Master Agreement that expanded the limit on the A/R Revolver Facility from $2,000 to $2,750. On December 23, 2020, the Company and Beachcorp, LLC executed the Third Amendment to our Master Agreement that expanded the limit on the A/R Revolver Facility from $2,750 to $4,000 and extended the maturities of both the Term Loan and the A/R Revolver Facility to March 31, 2022. Effective April 21, 2021 the Company and Beachcorp, LLC executed the Fourth Amendment to our Master Agreement that expanded the limit on the A/R Revolver Facility from $4,000 to $6,000, changed the interest rate to fully floating and reduced the rate to the prime rate plus 2%, also extending the maturity of the A/R Revolver Facility to March 31, 2023. This amendment also increased the amount of the Term Loan from $500 to $1,000, changed the interest rate to fully floating and reduced the rate to the prime rate plus 2%. The maturity of the Term Loan remained March 31, 2022. The Term Loan and A/R Revolver Facility are secured by all the unencumbered assets of the Company and subordinated to Libertyville’s secured interest under the New Business Loan Credit Agreement. The Master Agreement substantially restricts the Company’s ability to incur additional indebtedness during the terms of both the Term Loan and the A/R Revolver Facility.

4) On January 28, 2022 the Company entered into an additional Business Loan Agreement (the “New Term Loan Agreement”) with Strandler, LLC, which effectively transferred or assigned the previously existing Term Loan to Strandler, LLC from Beachcorp, LLC. Interest on the New Term Loan is at the prime rate plus 0.75%, and it matures on March 31, 2024. Strandler, LLC is also an affiliate of Bradford T. Whitmore.
2)5) On January 28, 2022 the Company entered into an Amended and Restated Business Loan Agreement (the “A&R Loan Agreement”), which amends and restates the Master Agreement between the Company and Beachcorp, LLC, and a new promissory note in order to evidence the A/R Revolver facility, including an amendment to expand the limit on the A/R Revolver Facility from $6,000to $8,000, reduce the interest rate to the prime rate plus 0.75%, and extend the maturity of the A/R Revolver ~~facility~~Facility to March 31, 2024.
3)6) On January 28, 2022 ~~in connection with~~the Company entered into the A&R Loan Agreement ~~the Company entered into~~and a new revolving loan agreement (“Inventory Facility”) with Beachcorp, LLC, and a new promissory note in order to evidence the Inventory ~~Revolver facility, allowing~~Facility. The maximum borrowing ~~of up to~~amount under the Inventory Facility is $4,000, ~~at an amount equivalent~~with a borrowing base consisting of up to 50% of ~~eligible~~the value of qualified inventory ~~as defined.~~of the Company. The interest rate onfor the Inventory Revolver is ~~set to~~at the prime rate plus 0.75%~~. The Inventory Revolver facility~~, and it matures on March 31, 2024.
Beachcorp, LLC and Strandler, LLC are affiliates of Mr. Bradford T. Whitmore, who beneficially owns a majority of the Company’s common stock and is the brother of Ms. R. Janet Whitmore, a director of the Company and the chair of the Company’s board of directors. The A/R Revolver Facility, the Inventory Facility and the New Term Loan are all secured by all the unencumbered assets of the Company and subordinated to the Company’s ~~letters of~~ credit facility with Libertyville Bank & Trust.
~~Since July 2014, we have maintained a bank-issued letter~~On May 1, 2023 the Company entered into another promissory note (the “Non-Revolving Note - TI Agreement”) with Beachcorp, LLC in the amount of ~~credit~~$1,750,000 with an interest rate of the prime rate plus 0.75%. The note matures on September 30, 2023. This loan is for ~~up to $~~30 in borrowings to support our obligations under our Romeoville, Illinois facility lease agreement. No borrowings have been incurred under this promissory note. On December 21, 2021, Libertyville issued a letter of credit for up to $~~500~~ ~~in borrowings to support our obligations under our newly leased manufacturing and warehouse space in Bolingbrook, Illinois. For both letters of credit, interest on drawn balances will be~~work being done at the ~~prime rate plus~~ 1%~~. We expect~~Bolingbrook facility which is expected to ~~renew these agreements annually,~~be reimbursed from the landlord as part of the ~~respective leases require.~~lease agreement.
Related party interest summary:

Three Months Ended March 31,
2023 2022
Interest expense, related parties $ 150 $ 39
Accrued interest expense, related parties 59 $ 16
(7) Inventories
Inventories consist of the following:
June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022

Raw materials $ 6,579 $ 4,796 $ 5,637 $ 6,797
Finished goods 2,370 1,299 2,481 2,041
Total inventories, net $ 8,949 $ 6,095
Total Inventories, net 8,118 8,839

At March 31, 2023 and December 31, 2022, the Company applied a $500 reserve against reported inventory to account for excess and obsolete inventory.

(8) ~~Leases~~Lease Commitments
The Company’s operating lease portfolio is comprised of operating leases for office, warehouse space and equipment. Certain of the Company’s leases include one or more options to renew or terminate the lease at the Company’s discretion. The Company regularly evaluates the renewal and termination options and when they are reasonably certain of exercise, includes the renewal or termination option in our lease term. ~~During the first seven months of the term~~Since inception of our ~~newly~~newest leased building, we have subleased a portion of the unused floorspace on a temporary basis. This sublease ~~has converted~~may convert to a month-to-month lease ~~as of June 30, 2022.~~upon expiration.

As of ~~June 30, 2022,~~March 31, 2023, the ROU asset had a balance of $~~11,418~~8,714, which is included in the “Operating lease right-of-use assets” line item of these consolidated financial statements and current and non-current lease liabilities related to the ROU asset of $~~1,161~~0 and $~~11,067~~9,751, respectively. The $0 in current lease liability stems from expected payments from the lessor of the Bolingbrook facility reimbursing the Company for tenant improvement allowances in the amount of $1,716 over the next twelve months. Because the expected cash payments over the next twelve months resulted in an amount exceeding a current liability, the current operating lease liability line item on the balance sheet reported $0, with the balance exceeding the current liability netted against the noncurrent portion for a total operating lease liability at March 31, 2023 of $9,751. As a result, the total lease liability was reduced by the expected payment, the net effect of reimbursements received, and cash paid for leases over the next twelve months resulting in net lease payments of $347. As of December 31, ~~2021,~~2022, the ROU asset had a balance of $~~12,075~~8,978 which is included in the “Operating lease right-of-use assets” line item of these consolidated financial statements and current and non-current lease liabilities related to the ROU asset of $~~589~~0 and $~~11,700~~9,823, respectively. The ~~discount~~$0 in current lease liability stems from expected payments from the lessor of the Bolingbrook facility reimbursing the Company for tenant improvement allowances in the amount of $1,957 over the next twelve months. As a result, the total lease liability was reduced by the expected payment, the net effect of reimbursements received, and cash paid for leases over the next twelve months, resulting in net lease payments of $97.
Discount rates used for leases accounted for under ASC 842 are based on an interest rate yield curve developed for the leases in the Company’s portfolio.
The office leases contain variable lease payments which consist primarily of ~~rent escalations based on an established index or rate and~~ taxes, insurance, and common area or other maintenance costs, which are paid based on actual costs incurred by the lessor. The Company has elected to utilize the available practical expedient to combine lease and non-lease components for building leases.
Quantitative information regarding the Company’s leases is as follows:

Three months ended June 30, Six months ended June 30,
2022 2021 2022 2021
Components of lease cost
Finance lease cost components:
Amortization of finance lease assets $ 11 $ 14 $ 22 $ 28
Interest on finance lease liabilities 1 5 3 11
Total finance lease costs $ 12 $ 19 $ 25 $ 39
Operating lease cost components:
Operating lease cost 375 146 738 290
Variable lease cost 160 29 332 60
Short-term lease cost 29 11 50 21
Sublease income (184 ) — (367 ) —
Total operating lease costs 380 186 753 371
Total lease cost $ 392 $ 205 $ 778 $ 410
9

Three Months Ended
March 31, 2023 Three Months Ended
March 31, 2022
Components of lease cost
Finance lease cost components:
Amortization of finance lease assets $ — $ 11
Interest on finance lease liabilities — 2
Total finance lease costs — 13
Operating lease cost components:
Operating lease cost 469 363
Variable lease cost 146 172
Short-term lease cost 48 21
Sublease income (196 ) (183 )
Total operating lease costs 467 373
Total lease cost $ 467 $ 386
Supplemental cash flow information related to leases is as follows for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:
2022 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases $ 474 $ 368

Weighted-average remaining lease term-finance leases (in years) .3 1.1
Weighted-average remaining lease term-operating leases (in years) 9.1 2.9
Weighted-average discount rate-finance leases 7.6 % 9.3 %
Weighted-average discount rate-operating leases 7.6 % 13.4 %
~~The future maturities of the Company’s finance and operating leases as of June 30, 2022 are as follows:~~
Finance Leases Operating Leases Total
2022 $ 31 $ 982 $ 1,013
2023 6 2,099 2,105
2024 0 2,025 2,025
2025 0 1,470 1,470
2026 0 1,468 1,468
Thereafter 0 8,668 8,668
Total payments $ 37 $ 16,712 $ 16,749
Less amounts representing interest (1 ) (4,484 ) (4,485 )
Total minimum payments required $     36 $ 12,228 $ 12,264
2023 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases $ 263 $ 190

Weighted-average remaining lease term-finance leases (in years) — 0.6
Weighted-average remaining lease term-operating leases (in years) 8.0 9.3
Weighted-average discount rate-finance leases — 7.6 %
Weighted-average discount rate-operating leases 7.05 % 7.5 %

The future maturities of the Company’s finance and operating leases as of ~~June 30, 2021 were~~March 31, 2023 are as follows:

2023 $ (172 )
2024 2,029
2025 1,473
2026 1,471
2027 1,510
Thereafter 7,162
Total payments $ 13,473
Less amounts representing interest (3,722 )
Total minimum payments required $ 9,751
(9) Stock-Based Compensation
Finance Leases Operating Leases Total
2021 $ 96 $ 374 $ 470
2022 109 761 870
2023 5 747 752
2024 0 636 636
2025 0 42 42
Thereafter 0 2 2
Total payments $ 210 $ 2,562 $ 2,772
Less amounts representing interest (12 ) (540 ) (552 )
Total minimum payments required $ 198 $ 2,022 $ 2,220
We follow ASC Topic 718, Stock-Based Payments, in which compensation expense is recognized only for stock-based payments expected to vest.

Three months ended
March 31,

2023 2022
Stock-based compensation expense $ 209 $ 148
Remaining unrecognized compensation expense $ 1,577
Remaining weighted average-period, expense recognition (years) 2.1
The following table summarizes the option activity for our employees and directors during the three months ended March 31, 2023:
Schedule of option activity
Weighted
Average
Exercise Price
Options Shares per Share
Outstanding on January 1, 2023 3,443,661 $ 1.33

Granted — $ —
Exercised (199,891 )
Forfeited or expired (18,000 )

Outstanding on March 31, 2022 3,225,770 $ 1.37

~~(9)~~(10) Significant Customers and Contingencies
~~We had five significant customers for the three and six months ended June 30, 2022 and 2021, respectively.~~ ~~Revenue from these five customers constituted the following percentages of total revenue:~~

The portion of total revenue from our significant customers are as follows for the periods ending March 31, 2023, and 2022:
For the three months ended
Three months ended
June 30, Six months ended
June 30, March 31,
Customer # Product Category 2022 2021 2022 2021 Product Category 2023 2022
1 Personal Care Ingredients 29 % 25 % 29 % 22 % Personal Care Ingredients 37 % 29 %
2 Solésence® 15 % 17 % 16 % 17 % Solésence® 11 % 18 %
3 Solésence® 14 % 15 % 14 % 13 % Solésence® 5 % 13 %
4 Solésence® 4 % 10 % 6 % 13 % Solésence® 9 % 9 %
5 Advanced Materials (Medical Diagnostics customer) 0 % 8 % 0 % 16 %
Total 62 % 75 % 65 % 81 % Total 62 % 69 %

10
Accounts receivable balances for these ~~five~~four customers were approximately:
June 30,
June 30, For the three months ended
March 31,
Customer # Product Category 2022 2021 Product Category 2023 2022
1 Personal Care Ingredients $ 1,737 $ 609 Personal Care Ingredients $ 1,197 $ 1,489
2 Solésence® 798 422 Solésence® 548 880
3 Solésence® 1,470 1,048 Solésence® 424 1,050
4 Solésence® 3 194 Solésence® 485 371
5 Advanced Materials (Medical Diagnostics customer) 5 106
Total $ 4,013 $ 2,379 Total $ 2,654 $ 3,790
We currently have exclusive supply agreements with BASF Corporation (“BASF”), our largest customer, that have contingencies outlined which could potentially result in the license of technology and/or the sale of production equipment from the Company to the customer intended to provide capacity sufficient to meet the customer’s production needs. This outcome may occur if we fail to meet certain performance requirements. Our supply agreements with BASF also “trigger” a technology transfer right in the event of our insolvency, as further defined within the agreements. In the event of an equipment sale, upon incurring a triggering event, the equipment would be sold to the customer at either 115% of the equipment’s net book value or the greater of 30% of the original book value of such equipment, and any associated upgrades to it, or 115% of the equipment’s net book value, depending on the equipment and related products.
If a triggering event were to occur and BASF elected to proceed with the license and related equipment sale mentioned above, we would receive royalty payments from this customer for products sold using our technology; however, we would lose both significant revenue and the ability to generate significant revenue to replace that which was lost in the near term. Replacement of necessary equipment that could be purchased and removed by the customer pursuant to this triggering event could take in excess of twelve months. Any additional capital outlays required to rebuild capacity would probably be greater than the proceeds from the purchase of the assets as dictated by our agreement with the customer. Similar consequences would occur if we were determined to have materially breached certain other provisions of the supply agreement with BASF. Any such event would also likely result in the loss of many of our key staff and line employees due to economic realities. We believe that our employees are a critical component of our success, and it could be difficult to replace them quickly. Given the occurrence of any such event, we might not be able to hire and retain skilled employees given the stigma relating to such an event and its impact on us.
~~(10)~~(11) Business Segmentation and Geographical Distribution
Revenue from international sources approximated $~~435~~1,435 and $~~490~~55 for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, compared to $1,138~~ ~~and $2,423~~ ~~for the three and six months ended June 30, 2021,~~ respectively. ~~All of this revenue was product revenue.~~

Our operations comprise a single business segment and all of our long-lived assets are located within the United States. We categorize our revenue stream into three main product categories, Personal Care Ingredients, Advanced Materials and Solésence. The revenues, by category, for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ are as follows:

Three months ended
March 31,

Product Category 2023 2022
Solésence $ 5,044 $ 5,560
Personal Care Ingredients 3,544 2,382
Advanced Materials 869 214
Total Sales $ 9,457 $ 8,156
(12) Commitments and Contingencies
On August 9, 2022, BASF filed a complaint against Nanophase in New Jersey state court (the “New Jersey Complaint”), alleging that Nanophase had breached the 1999 Zinc Oxide Supply Agreement (the “Agreement”). BASF alleges several issues, the one having the biggest potential impact on Nanophase being a claim that our sales through Solésence violate the exclusivity provision of the Agreement. BASF seeks an unspecified amount of damages, a permanent injunction enjoining sales to any party (other than BASF) of a broad range of zinc oxide products that BASF contends are within the scope of the exclusivity provision, counsel fees and litigation expenses. On September 7, 2022, Nanophase filed a Complaint for Declaratory Judgement in Illinois state court (the “Illinois Complaint”), asking for a declaration that contrary to BASF’s allegation, the exclusivity provision of the Agreement does not apply to all products containing zinc oxide as an ingredient for uses designated under the Agreement, nor does the exclusivity provision prohibit Nanophase’s sales of Solésence products containing zinc oxide as an ingredient. Both companies filed Motions to Dismiss (MTD) the other’s respective complaint. Nanophase’s MTD BASF’s New Jersey Complaint was denied on procedural grounds on February 10, 2023, with the New Jersey court superficially noting that it did not consider whether BASF could prove its claims. On February 28, 2023, Nanophase filed its answer to BASF’s New Jersey Complaint, denying all wrongdoing and, as mandated by New Jersey procedural requirements, counterclaims including a request for a declaration similar to that Nanophase sought in its Illinois Complaint. On March 16, 2023, the Illinois court granted BASF’s MTD Nanophase’s Illinois Complaint, finding it duplicative of the New Jersey litigation. Discovery in that litigation is ongoing. Management believes at this time that the allegations of BASF’s complaint are without merit and are unsupported by the terms of the Agreement and governing law. Per ASC 450 for the period ending March 31, 2023, an estimated contingent loss was not recorded, and an estimated range of loss is not disclosed as the outcome is not probable at this time and nor is a range of loss estimable.
(13) Accounting Standards Adopted During 2023
On January 1, 2023, the Company adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which updates the manner in which entities assess expected losses from financial instruments exposed to credit risk. While this update has a greater impact on issuers with loans, notes, and credit card receivables, the scope of Topic 326 extends to both financial assets measured at amortized cost as well as available-for-sale debt securities. As such, trade receivables are subject to the Topic’s provisions, requiring entities to consider past events, current conditions, and reasonable and supportable forecasts in determining the amount of expected loss over the life of the respective financial instrument. Nanophase uses the loss-rate method in developing its allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last three years, and consideration of reasonable and supportable forecasts. Changes in estimates, developing trends, and other new information can have a material impact on future evaluations.

This differs from prior allocation methodologies in that in addition to solely considering an aging schedule for amounts to reserve, management must now also consider current events as well as the future macroeconomic environment when making such loss assessments. On January 1, 2023, the Company applied the accounting change retrospectively with an opening adjustment to retained earnings in the amount of $203.
Three months ended June 30, Six months ended June 30,
Product Category 2022 2021 2022 2021
Solésence $ 7,099 $ 4,499 $ 12,659 $ 8,797
Personal Care Ingredients 3,305 1,780 5,687 3,176
Advanced Materials 818 835 1,032 2,213
Total Sales $ 11,222 $ 7,114 $ 19,378 $ 14,186
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Nanophase is a health-oriented, science-driven company, which, along with its wholly owned subsidiary, Solésence, LLC (our “Solésence beauty science subsidiary”), is focused inon various beauty- and life-science markets. Our primary skin health products are fully developed prestige skin care formulations with mineral-based UV protection, marketed and sold through our Solésence beauty science subsidiary, enabled by our proprietary Active Pharmaceutical Ingredients (“APIs”) which are also marketed as APIs for sale to manufacturers of other types of skin health products, including sunscreens and daily care products. In terms of the balance of our life sciences focus, we have seen current conditions ~~significantly increase~~decreased demand for our medical diagnostics ingredients, which are used in testing for various viruses, most notably COVID-19. Additionally, we continue to sell products in legacy markets including architectural coatings, industrial coating applications, abrasion-resistant additives, plastics additives, and surface finishing technologies (polishing) applications— all of which, along with medical diagnostics, currently fall into the advanced materials product category.

Leveraging a platform of integrated patented and proprietary technologies, we create products with unique performance to enhance end-consumers’ health and well-being. We offer soup-to-nuts production, from engineered materials, formulation development, and finished product development, to commercial manufacturing and packaging capabilities. Our expertise in materials engineering allows us to effectively coat and disperse materials on a nano and “non-nano” scale for use in a variety of markets in skin health, including for use in sunscreens as APIs and as fully developed prestige skin care products, marketed and sold through our Solésence beauty science subsidiary. We believe that we have developed technological advantages with respect to our APIs sold for use as ingredients, while our Solésence beauty science technologies lead to enhanced efficacy and aesthetics in our finished products, which have received broad acceptance in the marketplace. Due to the enhanced efficacy and aesthetic qualities offered by our proprietary technology platform, Solésence finished products satisfy growing consumer demands around “clean” and inclusive beauty. Solésence beauty science also benefits from the Company’s vertical integration with each product’s key active ingredient that delivers its point-of-difference. This vertical integration helps us to improve efficiency and avoid potential major supply chain challenges while also addressing ongoing sustainability efforts.
~~We do not anticipate any supply disruptions directly related to the Russian invasion of Ukraine as we do not knowingly source any materials directly from either country.~~
~~Since mid-2020, we have seen significantly increases in demand for our medical diagnostics materials.~~ Polymerase Chain Reaction (“PCR”) testing for various viruses, most notably SARS-CoV-2 (“COVID-19”), has become a critical use of our technology in the life science space. ~~After a historic peak in volume during 2020, we saw reduced demand for these materials in 2021. It is difficult to predict whether the increased demand for~~Through our medical ~~diagnostic~~diagnostics materials, ~~used in~~we have been able to support efforts to curb the COVID-19 testing will expand from 2021 levels over the next few years. Our expectation is that we may establish a new sales volume “floor” over the next few years as we continue through the unprecedented period of testing utilization and awareness of the way viruses impact all of us.pandemic. We believe that our deep expertise in materials science has created advantages that enable performance in certain tests that may not be achievable through other materials. Outside of life science, we continue to sell advanced materials for use in legacy applications, all of which, along with medical diagnostics, currently fall into the advanced materials product category.
Given our technological position, in addition to the historical market acceptance of our APIs for use in skin health products and sunscreens, rapidly growing sales for our suite of Solésence® finished products, and the expanded use of our diagnostic materials in aiding the fight to curb the spread of COVID-19 and other viruses, in 2021 we announced that we reoriented our Company strategy. We continue to see unprecedented demand in both beauty science, for our APIs and finished products, and life science areas. The markets for both have shown an appetite for what we are producing, and management believes that this growth is happening now due to a confluence of our technology, market conditions that favor what we produce, and our expanded expertise in these areas.
Nanophase, ~~and~~primarily through Solésence, is now partners with brands to develop, manufacture, and market products and ingredients that enhance lives through healthy skin. We are focusing our combined business-, ingredient-, and product-development capabilities on products with unique performance ~~that enhance consumers’ wellbeing through beauty science and life science applications —~~ in ~~skin health and medical diagnostics, respectively.~~this area. While we will continue to produce and sell materials to our other advanced materials customers, it is not our strategic focus. We may develop additional technologies or find unique applications outside of our core markets in the future, but to maximize the use of our resources today, we plan on expanding efforts in areas where we have proven we can deliver innovation and growth.
Results of Operations
Total revenue increased to ~~$11,222~~$9,457 for the three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$7,114~~$8,156 for the same period in ~~2021. Total revenue increased to $19,378 for the six months ended June 30, 2022, compared to $14,186 for the same period in 2021.~~2022. A substantial majority of our revenue was from our ~~four- and five~~four largest customers for the ~~three-~~three months ended March 31, 2023, and ~~six-month periods ended June,~~ 2022, ~~and 2021,~~ respectively. This reflects sales of APIs to our largest customer in skin care and sunscreen applications, our three largest customers for our finished skin health products marketed through our Solésence subsidiary, ~~and, during~~This is the ~~three- and six months ended June 30, 2021,~~revenue breakdown, as a ~~medical diagnostics customer.  Please see Note 10 in the Financial Statements, “Business Segmentation and Geographical Distribution,” for a breakdown~~percentage of total revenue, from the four customers ~~discussed above.~~referenced above:
For the three months ended
        March 31
Customer # Product Category 2023 2022
1 Personal Care Ingredients 37 % 29 %
2 Solésence® 11 % 18 %
3 Solésence® 5 % 13 %
4 Solésence® 9 % 9 %
Total 62 % 69 %

Product revenue, the primary component of our total revenue, increased to ~~$10,796~~$9,336 for the three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$7,025~~$8,046 during the same period of ~~2021, and increased to $18,842 for the six months ended June 30, 2022, compared to $14,075 during the same period of 2021.This~~2022. This increase was due to continued growth in the adoption of our Solésence® products, along with an increase in API sales to our largest customer in our personal care ingredients business. We saw ~~little revenue from~~a significant three-month decrease in our medical diagnostics ~~materials in 2022.~~ materials.
Other revenue increased to ~~$426 and $536~~$121 for the ~~three- and six-month periods~~three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$89 and $111~~$110 for ~~the same periods in 2021, respectively.~~2022. Other revenue is typically comprised primarily of developmental or licensing fees.
12

Cost of revenue generally includes costs associated with commercial production and customer development arrangements. Cost of revenue increased to ~~$8,486~~$7,308 for the three months ended ~~June 30, 2022,~~three months ended March 31, 2023, compared to ~~$4,600~~$5,988 for the same period in ~~2021, and increased to $14,474 for the six months ended June 30, 2022, compared to $9,642 for the same period in 2021.~~2022. The increase in cost of revenue was primarily driven by increased volume and price inflation on materials and manufacturing inefficiencies related to ~~growing~~ Solésence® demand. We are also using overtime to keep up with demand during a period where we have had difficulty hiring additional experienced labor. We have also been unable to complete a series of capital and engineering projects to increase efficiencies and reduce unit costs due to the near complete absorption of our internal engineering resources in addressing current demand. Additionally, during the second half of 2021, we added personnel in the supply chain function and incurred costs to rent temporary warehouse space, which represent and ongoing expense through June of 2022.product launches. While we typically pass-through costs to our customers, we sometimes cannot pass through 100% of pricing increases on raw materials, and even with pass throughs, our gross margin percentage is negatively impacted by higher material costs. In total, these factors have resulted in a significant reduction in our gross margin percentage. We believe this to be temporary, in light of current circumstances which we believe we will be able to address effectively during the balance of 2022.

Our business has a certain cyclicality of demand, often based upon seasonal demands, industry launch cycles, or a confluence of both. Our lack of burst capacity has created strains, in terms of people and costs, when new product launches occur at the same time that we are experiencing demand from previously launched products. Since late 2020, the Company has found itself in a situation where our ability to produce and ship materials has been exceeded by customer demand. It is a key area of focus to increase throughput first, followed quickly by increased cost efficiency once we can achieve greater scale. Our planning has had us adding to our current fixed manufacturing cost structure inthrough early ~~2022~~2023 to accommodate additional growth, and to build a better base for further growth beyond that level. The extent to which margins grow, as a percentage of total revenue, will be dependent upon revenue mix, revenue volume, our ability to cut costs and pass commodity market-driven raw materials increases on to customers, and the speed and efficiency with which we are able to scale up production for our Solésence products. We expect that, as product revenue volume increases, our fixed manufacturing costs will be more efficiently absorbed, which should lead to increased margins as we grow. While additional production capacity is our most critical operational issue today, we expect to continue to focus on reducing controllable variable product manufacturing costs, with potential variability related to the commodity metals markets, but may or may not realize significant percentage growth in our gross margins through ~~2022,~~the first half of 2023, depending upon the factors discussed above.
Research and development expense, which includes all expenses relating to the technology and advanced engineering groups, primarily consists of costs associated with the development or acquisition of new finished product formulations for skin care, new product applications for our skin care ingredients, advancement of our medical diagnostics ingredient knowledge, and the cost of enhancing our manufacturing processes. As an example, we are currently focusing the bulk of our resources on developing new product formulations, and related new technologies, as we expand marketing and sales efforts relating to our Solésence products. This work has led to several new products and additional potential new products. Our efforts in research and development, cosmetic formulating, process engineering and advanced engineering groups are focused in three major areas: 1) application development for our products; 2) creating or obtaining additional core materials technologies and/or materials that have the capability to serve multiple skin health-related markets; and 3) continuing to improve our core technologies to improve manufacturing operations and reduce costs.
Research and development expense increased to ~~$797~~$1,003 for the three months ended ~~June 30, 2022,~~three months March 31, 2023, compared to ~~$536~~$666 for the same period in ~~2021. For the six months ended June 30, 2022 research and development expense increased to $1,463, compared to $1,035 for the same period in 2021.~~2022. Most of this increase was due to expanded staffing to aid in supporting new product development for current and future customers. Management expects research and development expense to increase at a slower rate during the balance of ~~2022~~2023 to support continued revenue- and customer-expansion.
Selling, general and administrative expense increased to ~~$1,816~~$2,150 for the three months ended ~~June 30, 2022,~~March 31, 2023, compared to ~~$1,018~~$1,397 for the same period in ~~2021. For the six months ended June 30, 2022, selling, general and administrative expense~~2022. The increase is due in large part to increased ~~to $3,213,~~legal costs in 2023 compared to ~~$2,052 for the same period in 2021. We have added~~2022 and increased employee related costs when compared to ~~our Sales, Marketing, and Business Development team during 2021, and more significantly during the first half of~~ 2022. This was done to ready the Company to support expanded, and expected expanding, sales with a higher degree of customer service. We have also augmented our sales operations function, marketing, and new business development to stimulate additional growth. Additionally, compensation expense has also increased generally, beginning in the second half of 2021 through the current period due to wage inflation. We expect this trend to moderate to an extent in 2022. We also saw many of our business insurance costs increase during April, 2022, when several coverages were renewed. We recognized $104 in bad debt expense during the second quarter of 2022, which has been a relatively rare occurrence in the past. Much of this has been a function of our expansion, along with market conditions. Lastly, in June we accrued for a one-time consulting expense of approximately $180 relating to our application for an Employee Retention Credit. This expense, once paid, will be recoverable ratably to the extent any portion of the requested credit is disallowed. Management expects to receive this credit within approximately five months, but has elected not to reflect any of this gain in our financial statements until it is realized.
Inflation
We believe inflation has ~~not~~ had ~~a material effect~~an incremental impact on our costs of operations orand financial position to date. However, supplier price increases and wage and benefit inflation, both of which represent a significant component of our costs of operations, ~~will likely~~could have a material effect on our operations and financial position in ~~2022 and beyond~~2023 if we are unable to pass through any applicable increases under our present contracts or through to our markets in general. We ~~are in the process of adjusting~~have begun to increase pricing where possible and continue to adjust our pricing to the extent supported by the markets we are in, and under ~~the contracts~~any contract limitations we may have.

Liquidity and Capital Resources
Cash, cash proceeds and use of cash for the three months ended ~~June 30,~~March 2023 and 2022, ~~2021,~~ and year ended December 31, ~~2021~~2022 were:

Six months ended
June 30, 2022

Six months ended
June 30, 2021

Year ended
December 31, 2021

Total cash $ 664 $ 1,077 $ 657
Cash (used in) provided by operating activities (3,381 ) 488 2,321
Net cash used in investing activities (1,128 ) (508 ) (1,874 )
Net cash provided by financing activities 4,516 140 (747 )
13

Three months ended
March 31, 2023

Three months ended
March 31, 2022

Year ended
December 31, 2022

Total cash $ 1,094 $ 897 $ 2,186
Cash used in operating activities (782 ) (1,775 ) (1,650 )
Net cash used in investing activities (21 ) (378 ) (2,823 )
Net cash (used in) provided by financing activities (289 ) 2,393 6,002
The net cash used during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was primarily a due to net loss for the expansion of accounts receivable, a function of our growth, and inventories. Management has followed a strategy thus far in 2022 to ameliorate supply chain risk to a degree by ordering raw materials and components further in advance than we typically have in the lessen the impact of delays and shortages brought on by competition for limited resources as the global economy responds both to additional demand and shipping difficulties created by several factors, including a shortage of labor in the United States. It is our expectation that this will not continue indefinitely, and that our cash position will benefit when a more “normal” supply chain situation returns.quarter. Net cash used in investing activities was attributable to expenditures on capital equipment for all periods presented above.
On January 28, 2022, the Company and Beachcorp, LLC, and Strandler, LLC entered in to an Amended and Restated Master Agreement (“Agreement”). Both entities are managed by Bradford T. Whitmore, who is a significant shareholder in Nanophase and, as such, these loans are classified as related party transactions. Under this Agreement, and amendedThe Company’s loan agreements ~~governed by this Agreement, the Company now has a $1,000 term loan~~ with Strandler, LLC ~~which was fully drawn in January 2022, with the proceeds used~~and Beachcorp. LLC currently are set to ~~retire the previously existing $1,000 term loan with Beachcorp. The new term loan expires~~expire on March 31, ~~2024, and has~~2024. If we are unable to refinance or extend the maturity dates, it would have a fixed interest rate of 4.00%, representing the Prime rate plus 0.75% as of the new Agreement date. Under this Agreement, the Company amended its existing accounts receivable-based revolving loan (“A/R Revolver”) to carry a floating interest rate of Prime plus 0.75%, with an increased borrowing cap of $8,000, and an expiration of March 31, 2024. The Company drew funds from the A/R Facility in January of 2022. Further under this Agreement, the Company entered into an additional revolving loan agreement basedsignificant impact on the ~~Company’s inventory balances (the “Inventory Facility”). The Company drew funds from the Inventory Facility in May~~ability of ~~2022. This facility will allow~~ the Company to ~~borrow up to $4,000 in total, based on the terms of the loan. All borrowing will be at~~continue as a floating rate of Prime plus 0.75%, with a March 31, 2024 expiration. We also maintain letters of credit through Libertyville Bank & Trust. These credit facilities are more fully described in Note 6 to our Financial Statements in Part I, Item 1 of this Form 10-Q.   going concern.
Our actual future capital requirements in ~~2022~~2023 and beyond will depend on many factors, including customer acceptance of our current and potential finished Solésence products, APIs sold as ingredients in to the skin health markets, medical diagnostics ingredients, and other engineered materials, applications, and products, continued progress in research and development activities and product testing programs, the magnitude of these activities and programs, and the costs necessary to increase and expand our manufacturing capabilities and to market and sell these products and ingredients. Other important issues that will drive future capital requirements will be the development of new markets and new customers as well as the potential for significant unplanned growth with existing customers. Depending on the success of certain projects, and conditions within the markets supplying labor and materials for capital equipment, we expect that capital spending relating to currently known capital needs for ~~2022~~2023 will be between $3 million and $6 million, to be funded by profit from operations, our existing loans and lines of credit, and possible new debt financing. If those projects are delayed or ultimately prove unsuccessful, or if we fail to be able to support the additional cost of funding them in the near term, we expect our capital expenditures may fall below the lower end of the range. Similarly, substantial success in business development projects may cause the actual ~~2022~~2023 capital investment to exceed the top of this range.
Additional Consideration
We have federal net operating loss carryforwards for tax purposes of approximately ~~$62~~$56 million on December 31, ~~2021.~~2022. Because the Company may experience “ownership changes” within the meaning of the U.S. Internal Revenue Code (“IRC”) in connection with any future equity offerings, future utilization of this carryforward may be subject to certain limitations as defined by the IRC. If not utilized, ~~$57~~$51 million of this loss carryforward will expire between ~~2022~~2023 and 2037. Given changes to the IRC, net operating loss carryforwards generated after January 1, 2018 do not expire, therefore, $5 million in net operating losses generated since January 1, 2018 do not expire. We have Illinois net loss deduction carryforwards for tax purposes of approximately $21 million on December 31, ~~2021.~~2022. Due to the provisions of Illinois Public Act 102-0669 signed November 16, 2021, Illinois net loss deductions expire between 2029 and 2039.
Off-Balance Sheet Arrangements
We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purposes of raising capital, incurring debt or operating our business. We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of capital resources.
Safe Harbor Provision
We want to provide investors with more meaningful and useful information. As a result, this Quarterly Report on Form 10-Q (the “Form 10-Q”) contains and incorporates by reference certain “forward-looking statements”, as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements reflect our current expectations of the future results of our operations, performance, and achievements. Forward-looking statements are covered under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We have tried, wherever possible, to identify these statements by using words such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “intends” and similar expressions. These statements reflect management’s current beliefs and are based on information now available to it. Accordingly, these statements are subject to certain risks, uncertainties and contingencies that could cause our actual results, performance, or achievements in ~~2022~~2023 and beyond to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties and factors include, without limitation: our ability to be consistently profitable despite the losses we have incurred since our incorporation; a decision by a customer to cancel a purchase order or supply agreement in light of our dependence on a limited number of key customers; the terms of our supply agreements with BASF which could trigger a requirement to transfer technology and/or sell equipment to that customer; our potential inability to obtain working capital when needed on acceptable terms or at all; our ability to obtain materials at costs we can pass through to our customers, including Rare Earth elements, specifically cerium oxide, as well as high purity zinc; uncertain demand for, and acceptance of, our Solésence products, and our advanced materials; our manufacturing capacity and product mix flexibility in light of customer demand; our limited marketing experience, including with our suite of Solésence products; changes in development and distribution relationships; the impact of competitive products and technologies; our dependence on patents and protection of proprietary information; our ability to maintain an appropriate electronic trading venue for our securities; the impact of any potential new governmental regulations, especially any new governmental regulations focusing on the processing, handling, storage or sale of nanomaterials, that could be difficult to respond to or costly to comply with; business interruptions due to unexpected events or public health crises, including viral pandemics such as COVID-19; and the resolution of litigation or other legal proceedings in which we may become involved. In addition, our forward-looking statements could be affected by general industry and market conditions and growth rates. Readers of this Quarterly Report on Form 10-Q should not place undue reliance on any forward-looking statements. Except as required by federal securities laws, we undertake no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.
14

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
Item 4. Controls and Procedures
Disclosure controls
We are responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (b) accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures. It should be noted that in designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and that our management necessarily was required to apply its judgment regarding the design of our disclosure controls and procedures. As of the end of the period covered by this report, we conducted an evaluation, under the supervision (and with the participation) of our management, including our Chief Executive Officer, Chief Financial Officer, and Chief ~~Financial~~Operating Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, ~~other than the previously identified material weakness discussed below,~~ our Chief Executive Officer, ~~and~~ Chief Financial Officer (which roles are currently filled by the same person), and Chief Operating Officer have concluded that our disclosure controls and procedures were effective at reaching that level of reasonable assurance. Management identified a material weakness in the way the Company tracked and accounted for its inventory at December 31, 2021, as disclosed in our 10-K, filed on March 31, 2022. Controls were not effectively designed, documented, and maintained to verify that the existence of all inventories subject to physical inventory counts were correctly counted, and our process for compiling and communicating inventory data to ensure accurate reporting in our financial statements was not effective, including inadequate verification for completeness and accuracy of key reports used to review and monitor inventory balances. A consequence of this was that the process of conducting a full physical inventory required an inordinate amount of time to establish an accurate valuation. We are in the process of remediating this control issue, and believe that, while incomplete, we have made progress since March 31, 2022. Notwithstanding such material weakness in internal control over inventory, our management concluded that our consolidated financial statements in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).
Internal control over financial reporting
The Company’s management, including the CEO (who is also currently acting as both the Company’s principal executive officer and the Company’s principal financial officer), confirm that there was no change in the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
WeOn August 31, 2022, counsel for Nanophase Technologies Corporation (“Nanophase”) received a letter from lawyers representing BASF Corporation (“BASF”) stating that BASF had filed a complaint against Nanophase in the Superior Court of New Jersey (“SCNJ”) on August 9, 2022 (the “New Jersey Complaint”) and that Nanophase’s registered agent for service of process had been served with the New Jersey Complaint on August 11, 2022. The August 31, 2022 letter from BASF’s lawyers was Nanophase’s first notice of the New Jersey Complaint.
The New Jersey Complaint claims that Nanophase breached the Zinc Oxide Supply Agreement dated as of September 16, 1999 between Nanophase and BASF, as assignee, as amended through January 1, 2019 (the “Agreement”). The New Jersey Complaint specifically alleges that Nanophase breached the exclusivity provision of the Agreement by selling zinc oxide to entities other than BASF, including sales to Nanophase’s subsidiary Solésence, LLC (“Solésence”), in markets designated as being in the field of use (the “Field”) under the Agreement. The New Jersey Complaint also relatedly alleges that Nanophase breached the capacity and inventory provisions of the Agreement. In addition, the New Jersey Complaint alleges claims for unjust enrichment and violation of the duty of good faith and fair dealing. The New Jersey Complaint seeks an unspecified amount of damages, a permanent injunction, counsel fees, and litigation expenses. The New Jersey Complaint is not seeking termination of the Agreement.
Management believes that the allegations of BASF’s New Jersey Complaint are without merit and are unsupported by the terms of the Agreement and governing law. On September 8, 2022, Nanophase filed a Motion to Dismiss (“MTD”) the New Jersey Complaint with the SCNJ, arguing that BASF’s claims in its New Jersey Complaint are not supported by the terms of the Agreement. Following completion of briefing and a ~~party~~hearing on the MTD, the SCNJ denied Nanophase’s MTD on February 10, 2023, finding that under the “liberality” standards of New Jersey procedure, the allegations of BASF’s complaint were “sufficient to ~~any pending legal proceedings or claims~~survive” the MTD. The SCNJ specifically noted that it did not consider whether BASF could prove its claims. Thereafter, on February 28, 2023, Nanophase answered BASF’s New Jersey Complaint, denying all wrongdoing and, as mandated by New Jersey procedural requirements, certain counterclaims including a request for a declaration that contrary to BASF’s views, the exclusivity provision of the Agreement does not apply to all products containing zinc oxide as an ingredient for uses designated under the Agreement nor does the exclusivity provision prohibit Nanophase’s sales of Solésence products containing zinc oxide as an ingredient. On September 7, 2022, Nanophase filed a Complaint for Declaratory Judgment against BASF in the Circuit Court of Cook County, Illinois (the “Illinois Complaint”). The Illinois Complaint asked the court for a declaration similar to that subsequently sought in Nansphase’s counterclaim in the New Jersey litigation. On November 3, 2022, BASF moved to dismiss Nanophase’s Illinois Complaint, arguing that it duplicates the New Jersey litigation. Following briefing and a hearing, the Illinois court granted BASF’s motion on procedural grounds on March 16, 2023. Discovery in the New Jersey litigation is ongoing.

Given our view, we ~~believe will result~~have decided that it is not appropriate to record a contingent liability relating to these actions at this time.
Nanophase intends to continue negotiating with BASF in ~~a material adverse effect on our business, financial condition, or operating results.~~ good faith to resolve these issues. In the event that an acceptable solution is not reached, and litigation proceeds, the ultimate resolution cannot now be determined with certainty.
Item 1A. Risk Factors
Not required for a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
~~None.~~

None.
15
Item 6. Exhibits
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act.
Exhibit 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act.
Exhibit 32 Certification of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
Exhibit 101 The following materials from Nanophase Technologies Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2022,~~March 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (1) the Balance Sheets, (2) the Statements of Operations, (3) the Statements of Shareholders Equity, (4) the Statements of Cash Flows, and (5) the Notes to Unaudited Consolidated Condensed Financial Statements.
16

SIGNATURES
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 thereunto duly authorized.
NANOPHASE TECHNOLOGIES CORPORATION
Date: ~~August 15, 2022~~May 12, 2023 By: /s/ JESS A. JANKOWSKI
Jess A. Jankowski
President and Chief Executive Officer
(principal executive officer, and principal financial officer)
1720


	Six months ended June 30,
	2022			2021
	(in thousands)
Operating activities:
Net income	$	112		$	1,351
Adjustments to reconcile net income to cash (used in) provided by operating activities:
Depreciation and amortization		271			210
Share-based compensation		303			95
Gain on PPP loan forgiveness		—			(952	)
Amortization of operating lease, right of use asset		657			42
Amortization of debt discount		—			903
Changes in assets and liabilities related to operations:
Trade accounts receivable		(2,600	)		(464	)
Inventories		(2,854	)		(1,281	)
Prepaid expenses and other assets		(290	)		(114	)
Accounts payable		661			239
Accrued expenses		480			489
Deferred revenue		(60	)		30
Operating lease obligations		(61	)		(60	)
Net cash (used in) provided by operating activities		(3,381	)		488

Investing activities:
Acquisition of equipment and leasehold improvements		(1,128	)		(508	)
Net cash used in investing activities		(1,128	)		(508	)

Financing activities:
Principal payments on finance leases		(75	)		(93	)
Proceeds from line of credit, bank		—			500
Payments to the line of credit, bank		—			(1,000	)
Proceeds from line of credit, related party		18,675			11,975
Payments to line of credit, related party		(14,191	)		(11,820	)
Proceeds from term loan, related party		—			500
Payments from exercise of stock options		107			78
Net cash provided by financing activities		4,516			140
Increase in cash and cash equivalents		7			120
Cash and cash equivalents at beginning of period		657			957
Cash and cash equivalents at end of period	$	664		$	1,077

Supplemental cash flow information:
Interest paid	$	87		$	106

Supplemental non-cash investing and financing activities:
Accounts payable incurred for the purchase of equipment and leasehold improvements	$	141		$	258
Conversion of $2M convertible loan, related party	$	—		$	2,000
Interest paid via stock issuance, convertible loan, related party	$	—		$	19

	Accounts Receivable		Contract Assets		Contract Liabilities
Balance, December 31, 2020	$	2,932	$	179	$	411
Balance, December 31, 2021		3,937		179		1,444
Balance, June 30, 2022		6,537		179		1,384

	Accounts Receivable, net of Unbilled		Contract Assets		Contract Liabilities
Balance, December 31, 2021	$	3,937	$	179	$	1,444
Balance, December 31, 2022		4,734		—		2,188
Balance, March 31, 2023		4,380		—		1,842


	Three months ended March 31,
	2023			2022
Numerator: (in Thousands)
Net (loss) income	$	(1,159	)	$	62

Denominator:
Weighted average number of basic common shares outstanding		49,429,407			48,984,312
Weighted average additional shares assuming conversion of in-the-money stock options to common shares		—			2,080,000
Weighted average number of diluted common shares outstanding		49,429,407			51,064,312

Basic earnings per common share:
Net (loss) income per share – basic	$	(0.02	)	$	0.00
Diluted earnings per common share:
Net (loss) income per share – diluted	$	(0.02	)	$	0.00


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021

Numerator: (in Thousands)
Net income	$	50	$	41	$	112	$	1,351

Denominator:
Weighted average number of basic shares outstanding		49,045,047		44,367,496		49,014,847		41,294,394
Weighted average additional shares assuming conversion of in-the-money stock options to common shares		1,963,000		1,995,000		1,976,000		1,784,000
Weighted average number of diluted common shares outstanding		51,008,047		46,362,496		50,990,847		43,078,394

Basic earnings per common share:
Net income per share – basic	$	0.00	$	0.00	$	0.00	$	0.03
Diluted earnings per common share:
Net income per share – diluted	$	0.00	$	0.00	$	0.00	$	0.03


		As of June 30, 2022				As of December 31, 2021
	Rate	Total Borrowing Capacity		Outstanding Borrowed Balance		Total Borrowing Capacity		Outstanding Borrowed Balance
Strandler, LLC ⁽¹⁾	4.00%	$	—	$	1,000		n/a		n/a
Beachcorp, LLC ⁽¹⁾	5.25%		n/a		n/a	$	1,000	$	1,000
Beachcorp, LLC ⁽²⁾	5.50%		5,938		3,835		3,753		3,365
Beachcorp, LLC ⁽³⁾	5.50%		3,780		2,000		n/a		n/a

				As of March 31, 2023				As of December 31, 2022
	Rate			Available		Outstanding Balance		Available		Outstanding Balance
Libertyville Bank & Trust ⁽¹⁾		9.00	%		30		—		—		—
Libertyville Bank & Trust ⁽²⁾		9.00	%		500		—		—		—
Strandler, LLC ⁽³⁾⁽⁴⁾		8.75	%		1,000		1,000		1,000		1,000
Beachcorp, LLC ⁽³⁾⁽⁵⁾		8.75	%		4,614		2,893		4,392		4,282
Beachcorp, LLC ⁽³⁾⁽⁶⁾		8.75	%		4,000		4,000		4,000		3,000

	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Components of lease cost
Finance lease cost components:
Amortization of finance lease assets	$	—		$	11
Interest on finance lease liabilities		—			2
Total finance lease costs		—			13
Operating lease cost components:
Operating lease cost		469			363
Variable lease cost		146			172
Short-term lease cost		48			21
Sublease income		(196	)		(183	)
Total operating lease costs		467			373
Total lease cost	$	467		$	386

	2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases	$	474		$	368

Weighted-average remaining lease term-finance leases (in years)		.3			1.1
Weighted-average remaining lease term-operating leases (in years)		9.1			2.9
Weighted-average discount rate-finance leases		7.6	%		9.3	%
Weighted-average discount rate-operating leases		7.6	%		13.4	%

	Finance Leases			Operating Leases			Total
2022	$	31		$	982		$	1,013
2023		6			2,099			2,105
2024		0			2,025			2,025
2025		0			1,470			1,470
2026		0			1,468			1,468
Thereafter		0			8,668			8,668
Total payments	$	37		$	16,712		$	16,749
Less amounts representing interest		(1	)		(4,484	)		(4,485	)
Total minimum payments required	$	36		$	12,228		$	12,264


2023	$	(172	)
2024		2,029
2025		1,473
2026		1,471
2027		1,510
Thereafter		7,162
Total payments	$	13,473
Less amounts representing interest		(3,722	)
Total minimum payments required	$	9,751

				Weighted
				Average
				Exercise Price
Options	Shares			per Share
Outstanding on January 1, 2023		3,443,661		$	1.33

Granted		—		$	—
Exercised		(199,891	)
Forfeited or expired		(18,000	)

Outstanding on March 31, 2022		3,225,770		$	1.37

															For the three months ended
		Three months ended June 30,						Six months ended June 30,							March 31,
Customer #	Product Category	2022			2021			2022			2021			Product Category	2023			2022
1	Personal Care Ingredients		29	%		25	%		29	%		22	%	Personal Care Ingredients		37	%		29	%
2	Solésence®		15	%		17	%		16	%		17	%	Solésence®		11	%		18	%
3	Solésence®		14	%		15	%		14	%		13	%	Solésence®		5	%		13	%
4	Solésence®		4	%		10	%		6	%		13	%	Solésence®		9	%		9	%
5	Advanced Materials (Medical Diagnostics customer)		0	%		8	%		0	%		16	%
	Total		62	%		75	%		65	%		81	%	Total		62	%		69	%

		June 30,		June 30,			For the three months ended March 31,
Customer #	Product Category	2022		2021		Product Category	2023		2022
1	Personal Care Ingredients	$	1,737	$	609	Personal Care Ingredients	$	1,197	$	1,489
2	Solésence®		798		422	Solésence®		548		880
3	Solésence®		1,470		1,048	Solésence®		424		1,050
4	Solésence®		3		194	Solésence®		485		371
5	Advanced Materials (Medical Diagnostics customer)		5		106
	Total	$	4,013	$	2,379	Total	$	2,654	$	3,790

		For the three months ended March 31
Customer #	Product Category	2023			2022
1	Personal Care Ingredients		37	%		29	%
2	Solésence®		11	%		18	%
3	Solésence®		5	%		13	%
4	Solésence®		9	%		9	%
	Total		62	%		69	%

	Six months ended June 30, 2022			Six months ended June 30, 2021			Year ended December 31, 2021
Total cash	$	664		$	1,077		$	657
Cash (used in) provided by operating activities		(3,381	)		488			2,321
Net cash used in investing activities		(1,128	)		(508	)		(1,874	)
Net cash provided by financing activities		4,516			140			(747	)

	Three months ended March 31, 2023			Three months ended March 31, 2022			Year ended December 31, 2022
Total cash	$	1,094		$	897		$	2,186
Cash used in operating activities		(782	)		(1,775	)		(1,650	)
Net cash used in investing activities		(21	)		(378	)		(2,823	)
Net cash (used in) provided by financing activities		(289	)		2,393			6,002

	Exhibit 31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act.

	Exhibit 31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act.

	Exhibit 32	Certification of the Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

	Exhibit 101	The following materials from Nanophase Technologies Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2022,~~March 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (1) the Balance Sheets, (2) the Statements of Operations, (3) the Statements of Shareholders Equity, (4) the Statements of Cash Flows, and (5) the Notes to Unaudited Consolidated Condensed Financial Statements.

	NANOPHASE TECHNOLOGIES CORPORATION

Date: ~~August 15, 2022~~May 12, 2023		By:	/s/ JESS A. JANKOWSKI
			Jess A. Jankowski
			President and Chief Executive Officer
			(principal executive officer, and principal financial officer)