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.
NexGel, Inc. filings document the formal disclosures of a Nasdaq-listed operating company focused on hydrogel-based healthcare, beauty and OTC products. Recent 8-K reports cover material definitive agreements, an exclusive license and asset purchase for regenerative biomaterial products, convertible-note financing, and capital-structure terms tied to common stock, notes and warrants.
The filings also record board and financial officer changes, employment and compensation arrangements, Nasdaq listing-compliance notices, Regulation FD communications, and exhibits to material contracts. These disclosures connect NexGel’s product expansion, financing activity, governance structure and public-company reporting obligations.
NexGel, Inc. held its 2026 Annual Meeting of Stockholders on July 31, 2026, with 6,398,925 shares of common stock represented in person or by proxy out of 9,225,242 shares entitled to vote, constituting a quorum. Stockholders elected Adam Levy, Steven Glassman, Steven A. Ciardiello, Jerome B. Zeldis, Brian J. Kieser and Kevin M. Harris as directors for terms expiring at the 2027 annual meeting; Scott R. Henry had previously resigned effective July 1, 2026.
Stockholders approved, under Nasdaq Listing Rule 5635(d), issuing common shares upon conversion of convertible notes and exercise of warrants from April and May 2026 private placements, and approved on an advisory basis the compensation of named executive officers. They also ratified Turner, Stone & Company, L.L.P. as independent registered public accounting firm for 2026. Proposals to reincorporate from Delaware to Nevada, increase authorized common shares from 25,000,000 to 100,000,000, and authorize a reverse stock split in a range of 1-for-2 to 1-for-10 did not receive the required majority of outstanding shares and were not approved.
NEXGEL, INC. Chief Executive Officer and director Adam R. Levy was granted a stock option to purchase 160,000 shares of common stock at an exercise price of $0.647 per share on July 23, 2026. The option expires on July 23, 2031 and is held as direct ownership. Following this grant, Levy holds options covering 160,000 underlying shares.
The option vests over time: it becomes exercisable for 40,000 shares on December 31, 2026, and the remaining 120,000 shares vest in 36 monthly installments of 3,334 shares (with rounding adjustments) beginning January 31, 2027, in each case contingent on Levy’s continued employment with NEXGEL through the relevant vesting date. Any unvested portion will fully accelerate and become immediately exercisable upon a qualifying Change in Control under Levy’s executive employment agreement dated July 23, 2026.
NexGel, Inc. entered into a new Executive Employment Agreement with President and CEO Adam Levy, effective July 23, 2026, replacing his prior contract. The agreement provides a $375,000 annual base salary and potential 2026 cash bonuses, including up to $25,000 discretionary and additional tiers tied to EBITDA targets of $4 million, $6 million, and $8 million, equal to 10%, 30% or 50% of base salary.
Levy received stock options for 160,000 shares at an exercise price of $0.647 per share, with a five-year term and time-based vesting, subject to full acceleration upon a Change in Control. The contract provides 12 months of salary continuation, pro-rata target bonus, COBRA reimbursement and equity-vesting acceleration for certain terminations, with enhanced lump-sum and full vesting protection after a Change in Control, plus post-employment non-compete and non-solicitation covenants.
NexGel, Inc. has postponed its 2026 Annual Meeting of Stockholders. The meeting, originally scheduled for July 10, 2026, will now be held on July 31, 2026 at 10:00 a.m. Eastern Time. The company states this change is to allow more time to solicit proxies and obtain the requisite stockholder votes on certain proposals.
The record date for determining who is entitled to vote at the meeting remains unchanged, and all previously submitted proxies will stay valid unless revoked. The agenda and proposals are unchanged from the definitive proxy statement filed on June 9, 2026, and stockholders may still change their votes by submitting a new proxy or voting again by telephone, Internet, or in person at the rescheduled meeting.
NEXGEL, Inc. reported that Scott Henry has notified the company of his intent to resign from its Board of Directors to lighten his schedule and focus on other business ventures and personal matters. His resignation becomes effective on July 1, 2026.
Henry currently serves as Chairperson of the Board’s Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. The company states that his resignation is not due to any disagreement with NEXGEL or its subsidiaries regarding operations, policies, or practices.
NEXGEL, INC. Chief Executive Officer Adam R. Levy reported two open-market sales of the company’s Common Stock. He sold 6,000 shares on June 18, 2026 at a weighted average price of about $0.5921 per share, and 5,000 shares on June 23, 2026 at about $0.5933 per share. After these transactions, he directly holds 322,692 shares of NEXGEL common stock.
NexGel, Inc. filed a current report to disclose that it is using a new investor presentation as of June 17, 2026. The presentation is provided as Exhibit 99.1 and is being furnished under Regulation FD, meaning it is for information purposes and not treated as filed financial reporting.
The company states that this investor presentation will not be incorporated into other securities law filings unless specifically referenced. No new financial results, major transactions, or operational changes are described in this report itself.
NEXGEL, INC. Chief Executive Officer Adam R. Levy reported an open-market sale of common stock. On June 11, 2026, he sold 3,000 shares at $0.6136 per share. After this transaction, he continues to directly hold 333,692 shares of NEXGEL common stock.
NEXGEL, INC. Chief Executive Officer Adam R. Levy reported open-market sales of company common stock. He sold 3,000 shares at $0.5936 per share on June 4 and 3,000 shares at $0.5470 per share on June 8. After these transactions, he directly holds 336,692 shares of NEXGEL common stock, indicating he retained the vast majority of his position.
NexGel, Inc. is asking stockholders at its July 10, 2026 annual meeting to approve seven proposals, including a large potential share issuance tied to recent convertible note and warrant financings, a move from Delaware to Nevada, and significant changes to its capital structure.
Proposal 2 seeks approval under Nasdaq rules to issue more than 19.99% of currently outstanding common stock upon conversion of unsecured convertible notes and exercise of related warrants, which could result in substantial dilution if fully converted. Proposals 3–5 would reincorporate NexGel in Nevada and, either through the new Nevada charter or as Delaware fallbacks, increase authorized common stock from 25,000,000 to 100,000,000 and permit a discretionary 1‑for‑2 to 1‑for‑10 reverse stock split. As of the June 3, 2026 record date, 9,225,242 common shares were outstanding. Stockholders are also asked to elect seven directors, approve executive pay on an advisory basis, and ratify the 2026 auditor.