NEXGEL, INC. (NXGLW) SEC Filings

NEXGEL, Inc. (NXGL) reported a leadership transition and formal strategic review. Effective August 21, 2026, the company terminated Chief Executive Officer Adam R. Levy without Cause and he resigned from the Board and all other positions. NEXGEL and Mr. Levy are negotiating a Separation Agreement and Release, whose material terms will be disclosed once finalized. The Board appointed director Brian Kieser, founder and CEO of Fountainhead Lifesciences and CEO of Sequence LifeScience, Inc., as Interim Chief Executive Officer.

The Board formed a Special Committee for Strategic Review and Value Creation, composed of Kevin Harris (Chair) and Steve Glassman, to review operations, the asset portfolio, liquidity, and long‑term strategic direction, including potential actions for non-core assets. NEXGEL highlights BioNX Surgical, BioNX Regenerative Eye Health & Aesthetics, and its advanced hydrogel technologies as key growth areas. Mr. Levy will provide up to 90 days of transition assistance under the expected separation agreement, focusing on knowledge transfer and continuity across strategic initiatives.

NexGel, Inc. (NXGL) is registering 15,252,337 shares of common stock on Form S-1 for resale by existing investors. These shares are issuable upon conversion of unsecured convertible promissory notes from April and May 2026 financings and the Celularity-related transactions; no warrant shares are included.

The company will receive no proceeds from these resales, though it will bear registration costs. As of August 20, 2026, NexGel had 9,747,663 shares outstanding out of 25,000,000 authorized, and states that full note and warrant conversion would exceed currently authorized shares. A special meeting on September 23, 2026 seeks approval to increase authorized common stock to up to 150,000,000 shares.

The notes carry 10% interest (18% on default), mature in 18 months, and are initially convertible at $0.60 per share with full-ratchet anti-dilution and downward reset features that can significantly increase the number of shares issued if the market price falls. NexGel highlights a going concern uncertainty, with $0.5 million in unrestricted cash, a $4.5 million net loss, and $2.7 million operating cash outflow for the six months ended June 30, 2026. The company also notes that large resales of these shares could pressure its stock price and further dilute existing holders.

NEXGEL, Inc. reported its second quarter 2026 results, highlighting integration of the mid-April acquisition from Celularity into the new BioNX Surgical division and a strategic partnership with Sequence Life Science to transfer manufacturing technology to Sequence’s San Antonio facility.

For the quarter ended June 30, 2026, NEXGEL generated $3.69 million in revenue and recorded a net loss of $2.87 million. The loss included non-recurring or non-cash items such as $756,554 of BioNX intangible amortization, $273,710 of transaction-related expenses, and $144,495 tied to a strategic recall of all SilverSeal inventory from Amazon to support an August hospital-market launch. Supply chain constraints contributed to a BioNX Surgical backlog of approximately $795,000.

The company launched the BioNX Regenerative Eye Health & Aesthetics initiative, based on exclusively licensed Sequence products and led by industry veteran Shaun Mullen. A recent proxy solicitation failed to secure approval for an increase in authorized shares and reverse stock split authority, which NEXGEL plans to resolicit as standalone proposals with support from Alliance Advisors, targeting completion in late September. Approximately $710,000 of restricted cash related to a prior ATW Partners transaction has since been released and returned to NEXGEL, and that relationship has concluded. Management expects to host an investor update call on or around September 15, 2026.

NexGel, Inc. held its 2026 Annual Meeting of Stockholders on July 31, 2026, with 6,398,925 shares of common stock represented in person or by proxy out of 9,225,242 shares entitled to vote, constituting a quorum. Stockholders elected Adam Levy, Steven Glassman, Steven A. Ciardiello, Jerome B. Zeldis, Brian J. Kieser and Kevin M. Harris as directors for terms expiring at the 2027 annual meeting; Scott R. Henry had previously resigned effective July 1, 2026.

Stockholders approved, under Nasdaq Listing Rule 5635(d), issuing common shares upon conversion of convertible notes and exercise of warrants from April and May 2026 private placements, and approved on an advisory basis the compensation of named executive officers. They also ratified Turner, Stone & Company, L.L.P. as independent registered public accounting firm for 2026. Proposals to reincorporate from Delaware to Nevada, increase authorized common shares from 25,000,000 to 100,000,000, and authorize a reverse stock split in a range of 1-for-2 to 1-for-10 did not receive the required majority of outstanding shares and were not approved.

NEXGEL, INC. Chief Executive Officer and director Adam R. Levy was granted a stock option to purchase 160,000 shares of common stock at an exercise price of $0.647 per share on July 23, 2026. The option expires on July 23, 2031 and is held as direct ownership. Following this grant, Levy holds options covering 160,000 underlying shares.

The option vests over time: it becomes exercisable for 40,000 shares on December 31, 2026, and the remaining 120,000 shares vest in 36 monthly installments of 3,334 shares (with rounding adjustments) beginning January 31, 2027, in each case contingent on Levy’s continued employment with NEXGEL through the relevant vesting date. Any unvested portion will fully accelerate and become immediately exercisable upon a qualifying Change in Control under Levy’s executive employment agreement dated July 23, 2026.

NexGel, Inc. entered into a new Executive Employment Agreement with President and CEO Adam Levy, effective July 23, 2026, replacing his prior contract. The agreement provides a $375,000 annual base salary and potential 2026 cash bonuses, including up to $25,000 discretionary and additional tiers tied to EBITDA targets of $4 million, $6 million, and $8 million, equal to 10%, 30% or 50% of base salary.

Levy received stock options for 160,000 shares at an exercise price of $0.647 per share, with a five-year term and time-based vesting, subject to full acceleration upon a Change in Control. The contract provides 12 months of salary continuation, pro-rata target bonus, COBRA reimbursement and equity-vesting acceleration for certain terminations, with enhanced lump-sum and full vesting protection after a Change in Control, plus post-employment non-compete and non-solicitation covenants.

NexGel, Inc. has postponed its 2026 Annual Meeting of Stockholders. The meeting, originally scheduled for July 10, 2026, will now be held on July 31, 2026 at 10:00 a.m. Eastern Time. The company states this change is to allow more time to solicit proxies and obtain the requisite stockholder votes on certain proposals.

The record date for determining who is entitled to vote at the meeting remains unchanged, and all previously submitted proxies will stay valid unless revoked. The agenda and proposals are unchanged from the definitive proxy statement filed on June 9, 2026, and stockholders may still change their votes by submitting a new proxy or voting again by telephone, Internet, or in person at the rescheduled meeting.

NEXGEL, Inc. reported that Scott Henry has notified the company of his intent to resign from its Board of Directors to lighten his schedule and focus on other business ventures and personal matters. His resignation becomes effective on July 1, 2026.

Henry currently serves as Chairperson of the Board’s Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. The company states that his resignation is not due to any disagreement with NEXGEL or its subsidiaries regarding operations, policies, or practices.

NEXGEL, INC. Chief Executive Officer Adam R. Levy reported two open-market sales of the company’s Common Stock. He sold 6,000 shares on June 18, 2026 at a weighted average price of about $0.5921 per share, and 5,000 shares on June 23, 2026 at about $0.5933 per share. After these transactions, he directly holds 322,692 shares of NEXGEL common stock.