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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 29, 2026
| NEXGEL,
INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-41173 |
|
26-4042544 |
| (State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
| of
incorporation) |
|
|
|
Identification
No.) |
2150
Cabot Boulevard West, Suite B
Langhorne,
Pennsylvania |
|
19047 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (215) 702-8550
(Former
name or former address, if changed since last report)
Not
Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 |
|
NXGL |
|
The
Nasdaq Capital Market LLC |
| Warrants
to Purchase Common Stock |
|
NXGLW |
|
The
Nasdaq Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
January
29, 2026, Nachum Stein notified NexGel, Inc. (the “Company”) of his intent to resign as a member of the Company’s
Board of Directors (the “Board”) effective as of February 2, 2026 to lighten his schedule and give attention
to other business ventures. Mr. Stein is the Chairperson of the Board’s Compensation Committee. The Company wishes to thank Mr.
Stein for his dedicated and important service as a member of the Board.
Mr.
Stein’s resignation is not as a result of any disagreement with the Company or any of its subsidiaries on any matters related to
their operation, policies or practices. A copy of Mr. Stein’s resignation letter dated January 29, 2026 is attached hereto as Exhibit
17.1.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 17.1 |
|
Resignation letter of Nachum Stein dated January 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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 hereunto duly authorized.
| Date:
|
January
30, 2026 |
|
|
| |
|
|
|
| |
|
NEXGEL,
INC. |
| |
|
|
|
| |
|
By: |
/s/
Adam Levy |
| |
|
|
Adam
Levy |
| |
|
|
Chief
Executive Officer |
