UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-CEN ☐ Form N-SAR
For
Period Ended: June 30, 2026
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For
the Transition Period Ended: _______________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates :
PART
I - REGISTRANT INFORMATION
| NexGel,
Inc |
| Full
Name of Registrant |
| |
| |
| Former
Name if Applicable |
| |
| 2150
Cabot Blvd West, Suite B |
| Address
of Principal Executive Office (Street and Number) |
| |
| Langhorne,
Pennsylvania 19047 |
| City,
State and Zip Code |
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
| |
|
|
| |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III – NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
Management
of NexGel, Inc., a Delaware corporation, deems additional time is necessary in order to receive final approval from its independent auditing firm to file
its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (“Quarterly Report”) and that the Quarterly
Report cannot be timely filed without unreasonable effort or expense. Management anticipates the filing of its Quarterly Report within
the applicable 5-day extension period provided.
PART
IV - OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification: |
| Adam
Levy |
|
215 |
|
702-8550 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s): |
| |
Yes
☒ No ☐ |
| |
|
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof: |
| |
Yes
☐ No ☒ |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
NexGel,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
August 14, 2026 |
By: |
/s/
Adam Levy |
| |
|
Adam
Levy
Chief
Executive Officer |
