[Form 3] NexGel, Inc Warrant Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

comScore, Inc. (NASDAQ: SCOR) filed an 8-K on 5 Aug 2025 containing two key disclosures.

• Item 2.02: The company released Q2-25 financial results via a press release (Ex. 99.1). Specific revenue, profit or margin figures are not included in the filing; the exhibit is furnished, not filed, under Exchange Act rules.
• Item 7.01: comScore has retained Goldman Sachs & Co. LLC to advise on “strategic and capital structure alternatives.” Management says an update on potential outcomes will be provided no later than the Q3 earnings call, expected in November 2025. The language signals an active review that could encompass financings, asset sales or other corporate actions, though no details or commitments are given.

The 8-K clarifies that both items are furnished and therefore do not incur liability under Section 18 of the Exchange Act. No other material events, financial statements or pro forma data are included.

Positive

• Engagement of Goldman Sachs suggests proactive pursuit of strategic or capital structure improvements that could unlock shareholder value.
• Commitment to provide an update by November 2025 creates a near-term catalyst and improves timeline transparency.

Negative

• No Q2-25 financial metrics are included in the 8-K, limiting investors’ ability to assess current operating performance from this filing alone.
• Outcome uncertainty: retention of an advisor signals possible change but offers no guarantees, creating execution and valuation risk.

Insights

Equity Research Analyst

TL;DR: Filing signals strategic optionality; no financial detail provided.

The retention of Goldman Sachs elevates the probability of a capital structure event—refinancing, equity infusion or potential sale—within the next quarter. While the lack of embedded financial metrics limits immediate valuation work, the board’s timing commitment (update by Q3 call) places a definable catalyst on the stock. Because the press-release numbers are not here, investors must consult Ex. 99.1 for fundamentals; nevertheless, strategic review news historically drives speculative trading in small-cap analytics names like SCOR.

Corporate Governance Specialist

TL;DR: Board transparency modest; liabilities limited via “furnished” status.

Using the ‘furnished’ designation reduces litigation exposure for forward-looking statements connected to the strategic review. Board engagement of an external advisor demonstrates responsiveness to shareholder pressures but also hints at internal recognition of structural challenges. Absent firm milestones or scope, governance impact is moderately positive yet incomplete until November guidance.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ciardiello Steven

(Last) (First) (Middle)

C/O NEXGEL, INC.

2150 CABOT BOULEVARD, WEST, SUITE B

(Street)

LANGHORNE PA 19067

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2025

3. Issuer Name and Ticker or Trading Symbol
NEXGEL, INC. [ NXGL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,739	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(1)	07/31/2035	Common Stock	30,000	$2.25	D
Warrant (right to buy)	(2)	08/05/2030	Common Stock	10,870	$4.25	D

Explanation of Responses:

1. Represents a stock option granted pursuant to the Issuer's 2019 Long-Term Incentive Plan, as amended (the "Plan"), for services as a member of the Issuer's Board of Directors until; the Issuer's 2026 Annual Meeting of Stockholder. The number of shares underlying the stock option shall vest as follows: in equal 2,500 share amounts over the continuous twelve months (on the last calendar day of each month) beginning on July 31, 2025, subject to the Reporting Person's continuous service through each vesting date. In the event of a Change in Control (as defined in the Plan), any unvested shares underlying the stock option shall accelerate in accordance with the terms of the Plan.

2. Exercisable immediately.

	/s/ Steven Ciardiello	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did comScore (SCOR) announce in its 8-K dated August 5 2025?

SCOR furnished Q2-25 results via a press release and disclosed it hired Goldman Sachs to explore strategic and capital structure alternatives.

Will the strategic review result in a sale of comScore?

The filing only states Goldman Sachs will advise on alternatives; no specific transaction or outcome has been committed.

When will comScore provide an update on the review?

On or before its Q3-25 earnings call, currently planned for November 2025.

Is the Q2-25 press release considered ‘filed’ with the SEC?

No. Item 2.02 designates the release as ‘furnished,’ so it is not subject to Section 18 liability.

Where can investors find comScore’s Q2-25 financial figures?

Full numbers are in Exhibit 99.1 to this 8-K, accessible on the SEC’s EDGAR system.