NEXGEL, INC.

false 0001468929 0001468929 2026-07-31 2026-07-31 0001468929 NXGL:CommonStockParValue0.001Member 2026-07-31 2026-07-31 0001468929 NXGL:WarrantsToPurchaseCommonStockMember 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 31, 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. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. On July 31, 2026, NexGel, Inc. (the “ Company ”) held its 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”). At the Annual Meeting, there were 6,398,925 shares of common stock represented in person or by proxy of the 9,225,242 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders voted on the seven proposals listed below, which proposals are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 9, 2026 (the “ 2025 Proxy Statement ”), which is incorporated by reference herein. The final votes on the proposals presented at the Annual Meeting are as follows: PROPOSAL 1: TO ELECT SEVEN (7) DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED. Votes For Withheld Broker Non-Votes Adam Levy 3,598,808 176,850 2,623,267 Steven Glassman 3,736,195 39,463 2,623,267 Steven A. Ciardiello 3,747,161 28,497 2,623,267 Scott R. Henry 3,130,618 645,040 2,623,267 Dr. Jerome B. Zeldis 3,565,711 209,947 2,623,267 Brian J. Kieser 3,255,404 520,254 2,623,267 Kevin M. Harris 3,265,350 510,308 2,623,267 As a result, each of Mr. Levy, Mr. Glassman, Mr. Ciardiello, Dr. Zeldis, Mr. Kieser and Mr. Harris was elected for a term expiring at the Company’s 2027 Annual Meeting of Stockholders. As previously disclosed, Mr. Henry resigned as a member of the Company’s Board of Directors effective July 1, 2026 and no longer serves as a director of the Company. PROPOSAL 2: TO APPROVE, FOR PURPOSES OF NASDAQ LISTING RULE 5635(d), THE ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE CONVERTIBLE PROMISSORY NOTES AND EXERCISE OF THE WARRANTS ISSUED IN THE APRIL 2026 AND MAY 2026 PRIVATE PLACEMENT TRANSACTIONS, INCLUDING THE CONVERTIBLE PROMISSORY NOTE ISSUED TO CELULARITY INC. Votes For Votes Against Votes Abstaining Broker Non-Votes 3,582,916 185,847 6,895 2,623,267 As a result, the issuance of shares of common stock issuable upon conversion of the Notes and exercise of the Warrants issued in the April 2026 and May 2026 private placement transactions, in accordance with Nasdaq Listing Rule 5635(d), was approved. PROPOSAL 3: TO APPROVE THE REINCORPORATION OF THE COMPANY FROM THE STATE OF DELAWARE TO THE STATE OF NEVADA Votes For Votes Against Votes Abstaining Broker Non-Votes 1,761,539 2,010,108 4,011 2,623,267 As a result, Proposal 3, the reincorporation of the Company from the State of Delaware to the State of Nevada, did not receive the affirmative vote of a majority of the outstanding shares of common stock required for approval. Proposal 3 was not approved by the Company’s stockholders. PROPOSAL 4: TO APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE COMPANY FROM 25,000,000 TO 100,000,000 SHARES Votes For Votes Against Votes Abstaining Broker Non-Votes 3,188,609 512,325 74,724 2,623,267 As a result, Proposal 4, the increase in the number of authorized shares of common stock, did not receive the affirmative vote of a majority of the outstanding shares of common stock required for approval. Proposal 4 was not approved by the Company’s stockholders. PROPOSAL 5: TO APPROVE, AT THE DISCRETION OF THE BOARD OF DIRECTORS, A REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT A RATIO IN THE RANGE OF 1-FOR-2 TO 1-FOR-10 Votes For Votes Against Votes Abstaining Broker Non-Votes 2,888,389 829,511 57,758 2,623,267 As a result, the proposal to authorize a reverse stock split of the issued and outstanding shares of common stock did not receive the affirmative vote of a majority of the outstanding shares of common stock required for approval. Proposal 5 was not approved by the Company’s stockholders. PROPOSAL 6: TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE 2026 PROXY STATEMENT. Votes For Votes Against Votes Abstaining Broker Non-Votes 2,867,532 663,066 245,060 2,623,267 As a result, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement, was approved on an advisory basis. PROPOSAL 7: 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, 2026. Votes For Votes Against Votes Abstaining 6,230,776 74,291 93,858 As a result, the appointment of Turner, Stone & Company, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 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: August 5, 2026 NEXGEL, INC . By: /s/ Adam Levy Adam Levy Chief Executive Officer