[8-K] NEXGEL, INC. Reports Material Event

Rhea-AI Filing Summary

NexGel, Inc. announced that its Board of Directors has canceled the Special Meeting of Stockholders that had been scheduled for November 26, 2025. The special meeting had been called for stockholders to vote on a proposal to amend the company’s Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock, par value $0.001 per share, from 25,000,000 to 1,000,000,000. By canceling the meeting, the Board and the company state that they will not be pursuing stockholder approval of this proposed increase in authorized common shares.

Insights

Equity & Corporate Actions Analyst

NexGel is withdrawing a very large proposed increase in authorized common shares.

The Board of NexGel, Inc. voted on November 21, 2025 to cancel a Special Meeting of Stockholders that had been set for November 26, 2025. That meeting was intended to let stockholders vote on a proposal to amend the certificate of incorporation to raise authorized common stock from 25,000,000 shares to 1,000,000,000 shares.

Authorized shares set the maximum number of shares a company may issue, but do not by themselves change shares outstanding. Canceling the meeting means stockholders will not vote on this authorization change, and the company states it will not be pursuing approval of this proposal. This leaves the current authorized common share level in place.

For investors, the withdrawal removes the immediate possibility of a very large expansion in authorized common stock based on this proposal. Any future changes to NexGel’s capital structure would require new Board and stockholder actions, which would be described in subsequent company communications.

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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): November 21, 2025

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: None

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 8.01 Other Events

On November 21, 2025, the Board of Directors (the “Board”) of NexGel, Inc. (the “Company”) voted, pursuant to Section 2.3 of the Company’s Amended and Restated Bylaws, to cancel the Special Meeting of Stockholders scheduled to be held at 10 a.m. Eastern Time on November 26, 2025 (the “Special Meeting”). The Board originally called the Special Meeting to vote to approve a proposal, if and only if the Board approves and implements, an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, from 25,000,000 to 1,000,000,000 (the “Proposal”) as more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 30, 2025. As such, the Board and the Company will not be pursuing the approval by the Company’s stockholders of the Proposal.

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: November 24, 2025
		NEXGEL, INC.
		By:	/s/ Adam Levy
			Adam Levy
			Chief Executive Officer

FAQ

What did NexGel, Inc. (NXGL) announce in this Form 8-K?

NexGel, Inc. reported that its Board of Directors voted on November 21, 2025 to cancel the Special Meeting of Stockholders that had been scheduled for November 26, 2025.

Why was NexGels Special Meeting of Stockholders originally called?

The Special Meeting was originally called for stockholders to vote on a proposal to amend the companys Amended and Restated Certificate of Incorporation to increase the authorized common stock from 25,000,000 shares to 1,000,000,000 shares.

What happens to NexGels proposal to increase authorized common stock?

By canceling the Special Meeting, NexGels Board and the company state that they will not be pursuing stockholder approval of the proposal to increase authorized common shares.

Does canceling the Special Meeting change NexGels current number of authorized shares?

Canceling the meeting means the proposed change is not being voted on, so the existing authorized common share level of 25,000,000 remains in place under this disclosure.

Who approved the decision to cancel NexGels Special Meeting?

The decision to cancel the Special Meeting was approved by the Board of Directors of NexGel, Inc., acting pursuant to Section 2.3 of the companys Amended and Restated Bylaws.

Where can investors find more detail on NexGels original proposal?

The original proposal to increase authorized common stock is described in NexGels definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 30, 2025.