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    NexGel Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/20/25 4:30:28 PM ET
    $NXGL
    Medical/Dental Instruments
    Health Care
    Get the next $NXGL alert in real time by email
    false 0001468929 0001468929 2025-06-17 2025-06-17 0001468929 NXGL:CommonStockParValue0.001Member 2025-06-17 2025-06-17 0001468929 NXGL:WarrantsToPurchaseCommonStockMember 2025-06-17 2025-06-17 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): 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

     

     

     

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