Welcome to our dedicated page for Nexgel SEC filings (Ticker: NXGL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The NEXGEL, Inc. (NASDAQ: NXGL) SEC filings page brings together the company’s official regulatory documents, giving investors direct insight into its hydrogel-focused healthcare and consumer products business. As a Delaware corporation listed on NASDAQ, NEXGEL files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements such as its definitive proxy on Schedule 14A.
In these filings, NEXGEL details its operations in ultra-gentle, high-water-content hydrogel products, its contract manufacturing relationships with consumer healthcare companies, and its portfolio of brands including SilverSeal®, Hexagels®, Turfguard®, Kenkoderm® and Silly George®. Financial statements and accompanying notes explain revenue from contract manufacturing and branded products, gross profit, operating expenses, and net loss attributable to NEXGEL stockholders.
Current reports on Form 8-K provide timely disclosure of material events, such as quarterly financial results, the spin-off of a portion of the drug delivery program into NexGelRx, changes in executive leadership, and decisions by the board of directors regarding special meetings or capital structure proposals. Proxy materials, including the company’s definitive proxy statement for a special meeting of stockholders, describe matters submitted to shareholder vote, such as proposed amendments to the certificate of incorporation.
Through this page, users can also review filings related to equity offerings, warrants, and other securities matters referenced in NEXGEL’s disclosures. Real-time updates from the SEC’s EDGAR system ensure that new NXGL filings appear promptly, while AI-powered summaries help explain the key points of lengthy documents, including complex sections on non-GAAP financial measures, risk factors, and governance provisions.
For those analyzing NXGL, this SEC filings archive offers a structured view of how NEXGEL reports its business, finances, and corporate actions over time, directly from its official submissions to regulators.
NEXGEL, Inc. entered into a financing arrangement with an institutional investor for a 10% original issue discount convertible note facility of up to $56,667,667. The company has already issued Series A senior secured convertible notes with an original principal amount of $1,797,381, providing gross proceeds of $1,797,381.
The Series A proceeds are subject to a deposit account control agreement and are to be used primarily for an approved acquisition; the funds will be returned to the investor if the acquisition is not consummated. If the approved acquisition closes by April 15, 2026 and other conditions are met, the investor must purchase Series B notes in up to $14,869,286 for the acquisition.
The notes bear 10% annual interest, rising to 18% upon default, mature two years after issuance, and are senior secured by substantially all company assets. Series A notes convert at $1.244 per share, with alternative conversion prices based on VWAP and a floor price of $0.2488 per share, and issuance of Series B notes depends on stockholder approval of redomestication, reverse splits, an increase in authorized common shares to 250,000,000, and Nasdaq-related approvals.
NexGel, Inc. is offering up to $1,797,381 aggregate principal amount of Series A senior secured convertible notes and the common shares issuable upon their conversion. The notes bear 10% annual interest, mature on February 10, 2028, and can convert at a fixed $1.244 per share or an alternate price based on recent VWAP, subject to a floor.
The notes are secured obligations ranking senior to substantially all other indebtedness and include a 4.99% beneficial ownership cap, which investors may increase to 9.99% with notice. NexGel expects net proceeds of about $1,617,642, to be held under a deposit account control agreement and used primarily for a specified acquisition and related investor expenses, with strict limits on other uses.
If the approved acquisition closes by April 15, 2026, the investor must purchase an additional $14,869,286 of Series B senior secured convertible notes in a private offering for the same acquisition. NexGel’s common shares outstanding were 8,143,133 as of February 9, 2026.
NexGel, Inc. reported that board member Nachum Stein has notified the company of his intent to resign from its Board of Directors, effective February 2, 2026. He currently serves as Chairperson of the Board’s Compensation Committee and is leaving to lighten his schedule and focus on other business ventures.
The company states that Mr. Stein’s resignation is not due to any disagreement with NexGel or its subsidiaries on operations, policies, or practices. His resignation letter dated January 29, 2026 is included as Exhibit 17.1 to this report.
NexGel, Inc. reported a leadership change in its finance organization. Effective January 1, 2026, the company appointed Adam E. Drapczuk III as Interim Chief Financial Officer and designated him as principal financial officer and principal accounting officer. He replaces Joseph F. McGuire, whose employment with the company ended on December 31, 2025.
Drapczuk, age 50, previously served as NexGel’s Chief Financial Officer from June 1, 2021 through December 31, 2024 and then as a financial consultant during 2025. He brings prior senior finance experience at several pharmaceutical companies and holds an active CPA license in Pennsylvania. In his new role, he will receive annual cash compensation of $200,000, and the company states he is currently owed approximately $93,000 for prior consulting work. The board also intends to grant him equity under NexGel’s 2019 Long-Term Incentive Plan, with terms to be announced later. The company notes there are no special arrangements, family relationships, or related-party transactions tied to his appointment, and it plans to file an amendment once details of McGuire’s separation are finalized.
NexGel, Inc. reported that on
The current report notes that this press release is included as Exhibit 99.1 and states that the related information is being furnished, rather than filed, under the Securities Exchange Act of 1934.
NexGel, Inc. announced that its Board of Directors has canceled the Special Meeting of Stockholders that had been scheduled for November 26, 2025. The special meeting had been called for stockholders to vote on a proposal to amend the company’s Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock, par value $0.001 per share, from 25,000,000 to 1,000,000,000. By canceling the meeting, the Board and the company state that they will not be pursuing stockholder approval of this proposed increase in authorized common shares.
NexGel, Inc. furnished an update via Form 8-K. The company provided a press release reporting results for the quarter ended September 30, 2025 and began using a new investor presentation. These materials were furnished under Items 2.02 and 7.01 and include Exhibit 99.1 (press release) and Exhibit 99.2 (investor presentation). The company stated the furnished information shall not be deemed filed for purposes of Section 18 of the Exchange Act.
NexGel, Inc. (NXGL) filed its Q3 2025 report, showing steady quarterly results and a continued focus on consumer brands alongside contract manufacturing. Revenue for the quarter was $2.934 million versus $2.940 million a year ago, while nine‑month revenue rose to $8.625 million from $5.647 million. Q3 gross profit was $1.243 million. The net loss attributable to stockholders was $653,000, or $0.08 per share, an improvement from $693,000 (or $0.11) last year.
The company disclosed substantial doubt about its ability to continue as a going concern. At September 30, cash was $938,000, alongside $920,000 of partnership restricted cash. Operating cash use for the nine months was $1.592 million, and working capital was $2.3 million. During Q3, NexGel raised equity proceeds of $963,000 by issuing 458,695 shares. Shares outstanding were 8,142,766 as of September 30, and 8,143,133 as of November 12, 2025.
Segment mix for Q3 included $1.918 million from consumer branded products and $907,000 from contract manufacturing.
NEXGEL (NXGL) reported an insider transaction on a Form 4. The Chief Executive Officer and Director sold 4,000 shares of common stock on 11/06/2025 at a $2.5211 weighted average price, pursuant to a Rule 10b5-1 trading plan.
Following the sale, the reporting person beneficially owns 367,692 shares, held directly. The price reflects multiple open-market sales within the $2.500–$2.5500 range.
NexGel, Inc. plans a special stockholder vote on an Authorized Share Increase. The proposal asks investors to approve—if and only if the Board later approves and implements—an amendment to raise authorized common stock from 25,000,000 to 1,000,000,000 shares, with total authorized capital increasing to 1,005,000,000 shares. The Board unanimously recommends a “FOR” vote.
The company cites future flexibility for capital raising, acquisitions, partnerships, and other corporate needs. Existing rights of common stock would remain the same, and preferred stock authorization stays at 5,000,000. The filing notes potential dilution if additional shares are issued in the future and acknowledges possible anti‑takeover effects, while stating the proposal is not in response to any control effort. Stockholders of record as of October 20, 2025 may vote; 8,142,766 common shares were outstanding as of that date.