Nexgel Inc Wt Exp 120126 SEC Filings

Form 4 Overview: On 06/27/2025, Director Scott Robert Henry filed a Form 4 reporting new equity awards from NEXGEL, Inc. (ticker: NXGL).

Equity Grants Disclosed:

• Stock Options: 30,000 options with an exercise price of $2.32, granted 06/25/2025 under the 2019 Long-Term Incentive Plan. The option expires 06/25/2035 and vests in twelve equal monthly tranches of 2,500 shares beginning 07/31/2025, subject to continuous service. Any unvested portion accelerates upon a Change in Control.
• Restricted Stock Units (RSUs): 5,000 RSUs granted 06/25/2025 for Audit Committee chair duties. Vesting occurs in twelve monthly installments of 417 shares (413 on the final month) starting 07/31/2025, with the same Change-in-Control acceleration feature.

Post-transaction beneficial ownership: Henry now holds 30,000 derivative securities (options) and 5,000 RSUs, all reported as direct ownership.

Strategic Context: The awards cover board service through the 2026 Annual Meeting, aligning the director’s incentives with medium-term corporate objectives. No open-market purchases or sales were reported, so there is no immediate cash movement or signal regarding valuation views. The grant introduces the potential issuance of up to 35,000 additional common shares, a modest dilutive effect relative to typical micro-cap share counts, but the impact depends on future vesting and exercise.

NexGel director Jerome B. Zeldis received a stock option grant on June 25, 2025 for 30,000 shares of common stock at an exercise price of $2.32 per share. The options were granted under the company's 2019 Long-Term Incentive Plan for board service through the 2026 Annual Meeting.

Key terms of the stock option grant:

• Vesting schedule: Equal monthly installments of 2,500 shares over 12 months starting July 31, 2025
• Expiration date: June 25, 2035
• Exercise price: $2.32 per share
• Accelerated vesting provision in case of Change in Control

This Form 4 filing indicates continued alignment of director compensation with shareholder interests through equity-based incentives. The 10-year exercise period and monthly vesting schedule are typical for director equity compensation plans.

NexGel, Inc. (NXGL) – Form 4 filing dated 27-Jun-2025

Director John Nachum Stein received a grant of 30,000 stock options on 25-Jun-2025 under the company’s 2019 Long-Term Incentive Plan. The options carry an exercise price of $2.32 and expire on 25-Jun-2035.

Vesting is scheduled in twelve equal monthly tranches of 2,500 shares beginning 31-Jul-2025 and ending at the 2026 annual shareholder meeting, subject to continued board service. Any unvested portion accelerates upon a defined Change in Control.

The transaction is reported as an “A” (acquired) code, with no cash consideration (price $0) because it is compensation, not an open-market purchase. Following the grant, Mr. Stein beneficially owns 30,000 derivative securities (options); no common shares were bought or sold, and no other transactions were disclosed.

For investors, the filing reflects routine director compensation and does not alter NexGel’s capital structure or cash position. The modest size of the grant (notional value ≈ $69.6 k at exercise price) suggests limited immediate financial impact.

NexGel, Inc. (NASDAQ: NXGL) filed an 8-K disclosing the voting results of its 2025 Annual Meeting held on 17 June 2025. Stockholders owning 4,526,880 shares, or 59.1% of the 7,654,037 shares entitled to vote, were present in person or by proxy, constituting a quorum.

Key Outcomes

• Board elections: All five incumbent directors—Steven Glassman, Scott R. Henry, Adam Levy, Nachum Stein and Dr. Jerome Zeldis—were re-elected. Support ranged from 91.3% to 99.99% of votes cast, with 2,052,139 broker non-votes recorded for each nominee.
• Long-Term Incentive Plan: The Fourth Amendment to the 2019 LTIP was approved, increasing the share reserve by 780,000 to 1,651,429 shares (Votes For: 1,668,914; Against: 346,508; Abstain: 459,319; Broker Non-Votes: 2,052,139). This expands the company’s capacity to grant equity-based awards.
• Say-on-Pay: Executive compensation received 97.8% support (2,414,960 For vs. 53,738 Against).
• Say-on-Frequency: Stockholders preferred annual advisory votes on compensation (1,129,463 votes for “One Year”), so the company will continue yearly say-on-pay ballots until the next required frequency vote.
• Auditor ratification: Turner, Stone & Company, LLP was reaffirmed as independent auditor for FY 2025 with 99.97% support (4,525,685 For; 1,189 Against).

No other material transactions, earnings data, or financial statements were disclosed. The filing is largely administrative, confirming strong shareholder endorsement of management and governance proposals.