NEXGEL, INC. (NXGL) SEC Filings

NEXGEL, Inc. (NXGL) stockholders approved a proposal to amend the charter to increase authorized common shares from 25,000,000 to up to 150,000,000. The board has discretion to file the amendment at any time within one year following stockholder approval. Stockholders also approved a proposal to effect a discretionary reverse stock split at a ratio from 1-for-2 to 1-for-20, with the board to determine the exact ratio within that same one-year period.

At the September 23, 2026 special meeting, stockholders also approved a proposal allowing adjournments to solicit additional proxies if needed. No adjournment was necessary because Proposals 1 and 2 received sufficient votes. A quorum included 6,200,043 shares represented in person or by proxy out of 9,747,663 shares entitled to be cast.

NEXGEL, INC. (NXGL) is calling a special stockholder meeting on September 23, 2026 to vote on three capital-structure proposals. Stockholders will consider (1) increasing authorized common shares from 25,000,000 to a Board-selected level not exceeding 150,000,000, (2) authorizing a discretionary reverse stock split between 1‑for‑2 and 1‑for‑20, and (3) permitting adjournments to solicit additional proxies.

As of the August 21, 2026 record date, NEXGEL had 9,747,663 shares outstanding but had reserved about 32,728,460 additional shares for options, RSUs, warrants and convertible notes, creating an authorized-share shortfall of roughly 17,476,123 shares. The Board states the increase is needed to meet existing contractual share-reservation covenants and to support future financings and strategic transactions. The reverse split is intended primarily to help regain compliance with Nasdaq’s $1.00 Minimum Bid Price Requirement after a deficiency notice on April 22, 2026, ahead of an October 19, 2026 compliance deadline. Both the share increase and reverse split give the Board broad discretion on timing and sizing within the approved ranges.

NEXGEL, Inc. (NXGL) reported a leadership transition and formal strategic review. Effective August 21, 2026, the company terminated Chief Executive Officer Adam R. Levy without Cause and he resigned from the Board and all other positions. NEXGEL and Mr. Levy are negotiating a Separation Agreement and Release, whose material terms will be disclosed once finalized. The Board appointed director Brian Kieser, founder and CEO of Fountainhead Lifesciences and CEO of Sequence LifeScience, Inc., as Interim Chief Executive Officer.

The Board formed a Special Committee for Strategic Review and Value Creation, composed of Kevin Harris (Chair) and Steve Glassman, to review operations, the asset portfolio, liquidity, and long‑term strategic direction, including potential actions for non-core assets. NEXGEL highlights BioNX Surgical, BioNX Regenerative Eye Health & Aesthetics, and its advanced hydrogel technologies as key growth areas. Mr. Levy will provide up to 90 days of transition assistance under the expected separation agreement, focusing on knowledge transfer and continuity across strategic initiatives.

NexGel, Inc. (NXGL) is registering 15,252,337 shares of common stock on Form S-1 for resale by existing investors. These shares are issuable upon conversion of unsecured convertible promissory notes from April and May 2026 financings and the Celularity-related transactions; no warrant shares are included.

The company will receive no proceeds from these resales, though it will bear registration costs. As of August 20, 2026, NexGel had 9,747,663 shares outstanding out of 25,000,000 authorized, and states that full note and warrant conversion would exceed currently authorized shares. A special meeting on September 23, 2026 seeks approval to increase authorized common stock to up to 150,000,000 shares.

The notes carry 10% interest (18% on default), mature in 18 months, and are initially convertible at $0.60 per share with full-ratchet anti-dilution and downward reset features that can significantly increase the number of shares issued if the market price falls. NexGel highlights a going concern uncertainty, with $0.5 million in unrestricted cash, a $4.5 million net loss, and $2.7 million operating cash outflow for the six months ended June 30, 2026. The company also notes that large resales of these shares could pressure its stock price and further dilute existing holders.

NEXGEL, Inc. reported its second quarter 2026 results, highlighting integration of the mid-April acquisition from Celularity into the new BioNX Surgical division and a strategic partnership with Sequence Life Science to transfer manufacturing technology to Sequence’s San Antonio facility.

For the quarter ended June 30, 2026, NEXGEL generated $3.69 million in revenue and recorded a net loss of $2.87 million. The loss included non-recurring or non-cash items such as $756,554 of BioNX intangible amortization, $273,710 of transaction-related expenses, and $144,495 tied to a strategic recall of all SilverSeal inventory from Amazon to support an August hospital-market launch. Supply chain constraints contributed to a BioNX Surgical backlog of approximately $795,000.

The company launched the BioNX Regenerative Eye Health & Aesthetics initiative, based on exclusively licensed Sequence products and led by industry veteran Shaun Mullen. A recent proxy solicitation failed to secure approval for an increase in authorized shares and reverse stock split authority, which NEXGEL plans to resolicit as standalone proposals with support from Alliance Advisors, targeting completion in late September. Approximately $710,000 of restricted cash related to a prior ATW Partners transaction has since been released and returned to NEXGEL, and that relationship has concluded. Management expects to host an investor update call on or around September 15, 2026.

NexGel, Inc. reported higher revenue but significantly larger losses for the six months ended June 30, 2026. Revenue rose to $6.3 million from $5.7 million a year earlier, driven in part by new BioNx biomaterial products acquired through the Celularity license and asset purchase.

The company recorded a six‑month net loss attributable to stockholders of $4.6 million versus $1.4 million in 2025 and used $2.7 million in operating cash. Cash was $0.5 million with $1.2 million in restricted cash, while total liabilities rose to $21.0 million including $14.7 million of convertible debt and an $8.7 million derivative liability tied to conversion features. Management discloses that these conditions raise substantial doubt about the company’s ability to continue as a going concern and is relying on recently completed $8.6 million of Celularity‑related financing and future capital raises and growth from the BioNx portfolio to support operations.

NexGel, Inc. filed a late-filing notification indicating it will not file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 by the original deadline. Management states it needs additional time to obtain final approval from its independent auditing firm and that timely filing would require unreasonable effort or expense. The company anticipates submitting the Quarterly Report within the 5-day extension period permitted under Rule 12b-25.

NexGel, Inc. is calling a special stockholder meeting to approve major changes to its capital structure and give the board flexibility to address liquidity, financing needs and Nasdaq listing requirements. Stockholders will vote on three proposals.

Proposal 1 would amend the Certificate of Incorporation to increase authorized common stock from 25,000,000 to a number up to 150,000,000, with the board free to choose the exact level and timing within one year. As of August 14, 2026, 9,747,663 shares were outstanding and significant additional shares are reserved for options, RSUs, warrants and convertible notes, leaving an authorized share shortfall that could otherwise breach existing contracts.

Proposal 2 would authorize a one-time reverse stock split in a ratio between 1‑for‑2 and 1‑for‑20, at the board’s discretion within one year, primarily to help regain compliance with Nasdaq’s $1.00 Minimum Bid Price Requirement ahead of the current October 19, 2026 deadline. The split would not change par value or authorized share counts but would reduce outstanding shares (for example, from 9,747,663 to 974,767 at 1‑for‑10) and round up any fractional shares to a whole share.

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.