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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): July 9, 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:
| 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.
On
July 9, 2026, NexGel, Inc. (the “Company”) elected to postpone of the Company’s 2026 Annual Meeting of
Stockholders (the “Annual Meeting”), which was previously scheduled to be held on July 10, 2026, to July 31,
2026 at 10:00 a.m., Eastern Time. The Company determined that the postponement would allow additional time to solicit proxies from the
Company’s stockholders in order to obtain the requisite stockholder vote on certain proposals to be presented at the Annual Meeting.
The
record date for the Annual Meeting remains unchanged. Stockholders of record as of the previously established record date will continue
to be entitled to vote at the postponed Annual Meeting. All proxies previously submitted by stockholders will remain valid for the postponed
Annual Meeting unless properly revoked prior to the Annual Meeting.
The
agenda and proposals for the postponed Annual Meeting remain the same as set forth in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on June 9, 2026 (the “Proxy Statement”). Stockholders who
have already submitted a proxy need not resubmit their proxy unless they wish to change their vote. Stockholders who wish to change their
vote may do so by submitting a new proxy card, by voting via telephone or the Internet in accordance with the instructions set forth
in the Proxy Statement, or by attending the Annual Meeting and voting in person.
Additional
information regarding the Annual Meeting is set forth in the Proxy Statement, a copy of which is available free of charge at the SEC’s
website at www.sec.gov and on the Company’s investor relations page at www.nexgel.com.
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:
July 9, 2026 |
|
|
| |
|
|
|
| |
|
NEXGEL,
INC. |
| |
|
|
|
| |
|
By: |
/s/
Adam Levy |
| |
|
|
Adam
Levy |
| |
|
|
Chief
Executive Officer |