NexGel (Nasdaq: NXGL) outlines spin-off of drug delivery arm to NexGelRx

Rhea-AI Filing Summary

NexGel, Inc. reported that on December 11, 2025 it issued a press release announcing the spin-off of a portion of its drug delivery program to NexGelRx, Inc.

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.

Insights

Healthcare and corporate actions analyst

NexGel is highlighting a spin-off of part of its drug delivery program to NexGelRx via an attached press release.

NexGel, Inc. uses this current report to direct investors to a press release about spinning off a portion of its drug delivery program to NexGelRx, Inc.. A spin-off typically means moving assets, projects, or operations into a separate company, which can change how those activities are managed and financed.

The filing itself keeps the focus narrow: it identifies the spin-off announcement and attaches the press release as Exhibit 99.1. It also clarifies that the disclosure related to this exhibit is being furnished, not filed, under the Exchange Act, which is a common approach for information conveyed primarily through a press release.

For a full view of what is changing in the drug delivery program, the detailed terms, structure, and scope of the spin-off are contained in the referenced press release, rather than in the brief narrative of this report.

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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): December 11, 2025

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 7.01 Regulation FD Disclosure

On December 11, 2025, NexGel, Inc. (the “Company”) issued a press release regarding the Company’s spin-off of a portion of its drug delivery program to NexGelRx, Inc. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in Item 2.02 of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued December 11, 2025.
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: December 11, 2025
		NEXGEL, INC.
		By:	/s/ Adam Levy
			Adam Levy
			Chief Executive Officer

FAQ

What event does NexGel (NXGL) report in this current SEC filing?

The company reports that on December 11, 2025 it issued a press release announcing the spin-off of a portion of its drug delivery program to NexGelRx, Inc.

How is the NexGelRx, Inc. spin-off described for NexGel (NXGL)?

NexGel states that it has spun off a portion of its drug delivery program to NexGelRx, Inc., as described in a press release attached as Exhibit 99.1.

How does NexGel (NXGL) provide details about the drug delivery spin-off?

Details are provided through a press release dated December 11, 2025, which is attached to the report as Exhibit 99.1 and incorporated by reference.

Is the NexGel (NXGL) press release about the spin-off considered filed or furnished?

The report explains that the information in the referenced item, including Exhibit 99.1, is being furnished and shall not be deemed filed under the Securities Exchange Act of 1934.

Who signed NexGel’s (NXGL) current report related to the NexGelRx spin-off?

The report is signed on behalf of NexGel, Inc. by Adam Levy, who is identified as the company’s Chief Executive Officer.