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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): June 17, 2025
NEXGEL,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41173 |
|
26-4042544 |
| (State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
2150
Cabot Boulevard West, Suite B
Langhorne,
Pennsylvania |
|
19067 |
| (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:
| 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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At
the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NexGel, Inc. (the “Company”)
held on June 17, 2025, the Company’s stockholders approved the Fourth Amendment to the Company’s 2019 Long-Term Incentive
Plan, as amended (the “Plan”), to increase the amount of authorized common stock of the Company issuable under
the Plan by 780,000 shares, to a total of 1,651,429 shares. A more complete description of the terms of the Plan and the Fourth Amendment
can be found in “Proposal No. 2” beginning on page 27 of the Company’s definitive proxy statement filed with the U.S.
Securities and Exchange Commission on April 30, 2025 (the “2025 Proxy Statement”), which description is incorporated
by reference herein.
Item 5.07. Submission of Matters to a Vote of
Security Holders.
As noted above, the Company
held its Annual Meeting on June 17, 2025. At the Annual Meeting, there were 4,526,880 shares of common stock represented in person or
by proxy of the 7,654,037 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders voted on the five
proposals listed below, which proposals are described in detail in the 2025 Proxy Statement. The final votes on the proposals presented
at the Annual Meeting are as follows:
PROPOSAL 1: TO ELECT FIVE (5) DIRECTORS TO
SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
| | |
Votes For | |
Withheld | |
Broker Non-Votes |
| Steven Glassman | |
2,474,498 | |
243 | |
2,052,139 |
| Scott R. Henry | |
2,397,106 | |
77,635 | |
2,052,139 |
| Adam Levy | |
2,474,484 | |
257 | |
2,052,139 |
| Nachum Stein | |
2,397,082 | |
77,659 | |
2,052,139 |
| Dr. Jerome Zeldis | |
2,329,233 | |
145,508 | |
2,052,139 |
As a result, each of Mr. Glassman, Mr. Henry,
Mr. Levy, Mr. Stein and Dr. Zeldis was elected for a term expiring at the Company’s 2026 Annual Meeting of Stockholders.
PROPOSAL 2: TO APPROVE THE FOURTH AMENDMENT
TO THE NEXGEL, INC. 2019 LONG-TERM INCENTIVE PLAN TO INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER
SUCH PLAN BY 780,000, TO A TOTAL OF 1,651,429 SHARES.
| | |
Votes
For | |
Votes
Against | |
Votes
Abstaining | |
Broker
Non-Votes |
| | |
1,668,914 | |
346,508 | |
459,319 | |
2,052,139 |
As a result, the Fourth Amendment to the NexGel,
Inc.2019 Long-Term Incentive Plan to increase the total number of shares of common stock authorized for issuance under such Plan by 780,000
shares, to a total of 1,651,429 shares, was approved.
PROPOSAL 3: AN
ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THE 2025 PROXY STATEMENT
| | |
Votes
For | |
Votes
Against | |
Votes
Abstaining | |
Broker
Non-Votes |
| | |
2,414,960 | |
53,738 | |
6,043 | |
2,052,139 |
As a result, the
proposal of the compensation of the named executive officers was approved on an advisory basis.
PROPOSAL 4: AN
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
| | |
One Year | |
Two Years | |
Three Years | |
Votes Abstaining |
|
Broker
Non-Votes |
| | |
1,129,463 | |
294,670 | |
1,049,092 | |
1,516 |
|
2,052,159 |
As a result,
the proposal to hold future stockholder votes to approve the compensation of our named executive officers every year was approved on an
advisory basis. As such, the Company has determined that the Company will hold its advisory executive compensation vote every year until
at least the next required stockholder vote on the frequency to approve of executive compensation.
PROPOSAL 5: TO RATIFY THE APPOINTMENT
BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TURNER, STONE & COMPANY, L.L.P. AS THE COMPANY’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.
| | |
Votes
For | |
Votes
Against | |
Votes
Abstaining | |
Broker
Non-Votes |
| | |
4,525,685 | |
1,189 | |
6 | |
- |
As
a result, the appointment of Turner, Stone & Company, LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2025 was ratified.
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:
June 20, 2025 |
|
|
|
|
|
|
NEXGEL,
INC. |
|
|
|
|
By: |
/s/
Adam Levy |
|
|
Adam
Levy |
|
|
Chief
Executive Officer |
