[8-K] NexGel, Inc Warrant Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Strong shareholder support for all five proposals, indicating investor confidence in current management and governance.
• Auditor ratification mitigates uncertainty regarding financial statement credibility for FY 2025.

Negative

• Potential dilution risk from adding 780,000 shares to the equity incentive plan, representing roughly 10% of current shares outstanding.

Insights

Corporate Governance Analyst

TL;DR: Routine annual-meeting matters; high approval rates signal continued shareholder confidence; minimal direct financial impact.

The 8-K documents standard governance items. All directors were re-elected with overwhelming support, reinforcing board stability. Approval to add 780k shares to the LTIP expands equity-compensation flexibility but has a negligible dilution effect (≈10% of basic shares) and no immediate cash impact. Say-on-Pay and annual frequency votes both passed comfortably, suggesting alignment between compensation practices and investor expectations. Auditor ratification removes near-term audit-related uncertainty. Overall, the filing indicates healthy governance dynamics but does not alter the investment thesis or near-term financial outlook.

Small-Cap Portfolio Manager

TL;DR: Neutral event; confirms status quo, modest dilution capacity added.

From a portfolio perspective, the only potentially dilutive element is the 780k-share LTIP increase, raising total plan shares to 1.65 million—about 21.6% of the 7.65 million shares outstanding. While this could pressure future EPS if fully issued, the phased nature of equity awards limits immediate impact. The decisive director and auditor votes remove governance overhangs common in micro-caps. Liquidity, revenue trajectory and gel-based product adoption remain the real drivers; this filing does not address them. I view the news as operationally neutral and unlikely to move the stock price.

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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

FAQ

How many additional shares were added to NexGel's 2019 Long-Term Incentive Plan (NASDAQ: NXGL)?

Stockholders approved an increase of 780,000 shares, bringing the LTIP reserve to 1,651,429 shares.

Were NexGel directors re-elected at the 2025 Annual Meeting?

Yes. All five incumbent directors were re-elected with strong majority support.

What frequency did shareholders choose for future say-on-pay votes for NXGL?

Investors favored an annual advisory vote on executive compensation (1,129,463 votes for ‘One Year’).

Who is NexGel's independent auditor for fiscal 2025?

The Audit Committee’s choice of Turner, Stone & Company, LLP was ratified with 4,525,685 votes in favor.

Did shareholders approve NexGel's executive compensation package?

Yes. The say-on-pay proposal passed with 2,414,960 votes for versus 53,738 against.