Every DEF 14A that NexGel, Inc (NXGL) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow NXGL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NXGL filings page.
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. is asking stockholders at its July 10, 2026 annual meeting to approve seven proposals, including a large potential share issuance tied to recent convertible note and warrant financings, a move from Delaware to Nevada, and significant changes to its capital structure.
Proposal 2 seeks approval under Nasdaq rules to issue more than 19.99% of currently outstanding common stock upon conversion of unsecured convertible notes and exercise of related warrants, which could result in substantial dilution if fully converted. Proposals 3–5 would reincorporate NexGel in Nevada and, either through the new Nevada charter or as Delaware fallbacks, increase authorized common stock from 25,000,000 to 100,000,000 and permit a discretionary 1‑for‑2 to 1‑for‑10 reverse stock split. As of the June 3, 2026 record date, 9,225,242 common shares were outstanding. Stockholders are also asked to elect seven directors, approve executive pay on an advisory basis, and ratify the 2026 auditor.
NexGel, Inc. plans a special stockholder vote on an Authorized Share Increase. The proposal asks investors to approve—if and only if the Board later approves and implements—an amendment to raise authorized common stock from 25,000,000 to 1,000,000,000 shares, with total authorized capital increasing to 1,005,000,000 shares. The Board unanimously recommends a “FOR” vote.
The company cites future flexibility for capital raising, acquisitions, partnerships, and other corporate needs. Existing rights of common stock would remain the same, and preferred stock authorization stays at 5,000,000. The filing notes potential dilution if additional shares are issued in the future and acknowledges possible anti‑takeover effects, while stating the proposal is not in response to any control effort. Stockholders of record as of October 20, 2025 may vote; 8,142,766 common shares were outstanding as of that date.