false
0001468929
0001468929
2026-09-23
2026-09-23
0001468929
NXGL:CommonStockParValue0.001Member
2026-09-23
2026-09-23
0001468929
NXGL:WarrantsToPurchaseCommonStockMember
2026-09-23
2026-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 23, 2026
NEXGEL,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41173 |
|
26-4042544 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
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
5.07. Submission of Matters to a Vote of Security Holders.
On
September 23, 2026, NexGel, Inc. (the “Company”) held its 2026 Special Meeting of Stockholders (the “Special
Meeting”). At the Special Meeting, there were 6,200,043 shares of common stock represented in person or by proxy of the
9,747,663 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders voted on the three proposals
listed below, which proposals are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities
and Exchange Commission on August 24, 2026 (the “Proxy Statement”), which is incorporated by reference herein.
The final votes on the proposals presented at the Special Meeting are as follows:
PROPOSAL
1: TO APPROVE AN AMENDMENT TO THE COMPANY’S EXISTING CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
OUR COMMON STOCK FROM 25,000,000 UP TO 150,000,000, WITH THE BOARD OF DIRECTORS HAVING THE DISCRETION TO FILE SUCH AMENDMENT AT ANY TIME
WITHIN ONE YEAR FOLLOWING STOCKHOLDER APPROVAL.
| Votes
For |
|
Votes
Against |
|
Votes
Abstaining |
|
Broker
Non-Votes |
| 5,416,811 |
|
779,208 |
|
4,024 |
|
0 |
As
a result, Proposal 1, the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of
common stock from 25,000,000 to up to 150,000,000 shares at the sole discretion of the Board of Directors, was approved by the Company’s
stockholders.
PROPOSAL
2: TO APPROVE AN AMENDMENT TO THE COMPANY’S EXISTING CERTIFICATE OF INCORPORATION TO EFFECT A DISCRETIONARY REVERSE STOCK SPLIT
OF OUR COMMON STOCK AT A RATIO IN THE RANGE OF 1-FOR-2 TO 1-FOR-20, WITH THE EXACT RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS IN
ITS SOLE DISCRETION AT ANY TIME WITHIN ONE YEAR FOLLOWING STOCKHOLDER APPROVAL.
| Votes
For |
|
Votes
Against |
|
Votes
Abstaining |
|
Broker
Non-Votes |
| 5,450,308 |
|
747,210 |
|
2,525 |
|
0 |
As
a result, Proposal 2, the amendment to the Company’s Certificate of Incorporation to effect a discretionary reverse stock split
of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-20, was approved by the Company’s stockholders.
PROPOSAL
3: TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1 OR PROPOSAL 2.
| Votes
For |
|
Votes
Against |
|
Votes
Abstaining |
|
Broker
Non-Votes |
| 5,365,667 |
|
725,349 |
|
109,027 |
|
0 |
As
a result, Proposal 3, the proposal to approve one or more adjournments of the Special Meeting to solicit additional proxies, was approved
by the Company’s stockholders. As Proposals 1 and 2 each received sufficient votes for approval at the Special Meeting, no adjournment
of the Special Meeting was necessary.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 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:
September 23, 2026 |
|
|
| |
|
|
| |
NEXGEL,
INC. |
| |
|
|
| |
By: |
/s/
Brian Kieser |
| |
|
Brian
Kieser |
| |
|
Interim
Chief Executive Officer |
