NexGel shares proposed platform reorganization review

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NEXGEL, INC. (NXGL) began utilizing a new shareholder update presentation on September 24, 2026, titled “Strategic Review & Proposed Platform Reorganization.” The presentation is dated September 2026. The company stated that the Item 7.01 information and presentation are furnished, are not deemed filed for Section 18 purposes, and are not incorporated by reference into other filings unless specifically referenced.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Regulation FD Disclosure, incorporated by reference, Section 18

3 terms

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

incorporated by reference regulatory

"shall not be deemed incorporated by reference"

Section 18 regulatory

"shall not be deemed “filed” for purposes of Section 18"

Section 18 of the U.S. Securities Exchange Act creates a civil cause of action allowing investors to seek money damages when a company’s statements or reports filed with the SEC are false or misleading. Think of it like a warranty on public financial disclosure: it helps hold issuers accountable for inaccurate filings, which matters to investors because successful claims can lead to compensation and can signal risk that affects a company’s stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/24/2026 - 04:15 PM Accepted by SEC EDGAR 09/24/2026 - 04:15 PM

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): September 24, 2026

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

19047

(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: None

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 7.01 Regulation FD Disclosure.

On September 24, 2026, NexGel, Inc. began utilizing a new shareholder update presentation entitled “Strategic Review & Proposed Platform Reorganization,” a copy of which is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.		Description

99.1		NexGel, Inc. Shareholder Update Presentation, dated September 2026.
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.