Current Report · Items 5.07, 9.01 · 8-K
NexGel, Inc
NXGLNASDAQEQUITYCurrent
Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. On September 23, 2026, NexGel, Inc. (the “Company” ) held its 2026 Special Meeting of Stockholders (the “Special Meeting” ). At the Special Meeting, there were 6,200,043 shares of common stock represented in person or by proxy of the 9,747,663 shares of common stock entitled to be cast, constituting a quorum.…
Filed Sep 23, 2026Accepted Sep 23, 2026, 5:20 PM EDTCIK 1468929Accession 0001493152-26-043955
Company context
Current securities
Registered securities in this filing
NEXGEL, INC. · 8-K · Filed 2026-09-23
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.001
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: From2026-09-232026-09-23_custom_CommonStockParValue0.001Member
Dimensions: us-gaap:StatementClassOfStockAxis
Warrants to Purchase Common Stock
- Exchange
- NASDAQ
- Classification
- WARRANT
- Status
- Current
Filing context
Context: From2026-09-232026-09-23_custom_WarrantsToPurchaseCommonStockMember
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000149315226043955 · 2 registered-security cover members
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Items 5.07, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
September 23, 2026, NexGel, Inc. (the “Company” ) held its 2026 Special Meeting of Stockholders (the “Special
Meeting” ). At the Special Meeting, there were 6,200,043 shares of common stock represented in person or by proxy of the
9,747,663 shares of common stock entitled to be cast, constituting a quorum. The Company’s stockholders voted on the three 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 August 24, 2026 (the “Proxy Statement” ), which is incorporated by reference herein.
The final votes on the proposals presented at the Special Meeting are as follows:
PROPOSAL
1: TO APPROVE AN AMENDMENT TO THE COMPANY’S EXISTING CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
OUR COMMON STOCK FROM 25,000,000 UP TO 150,000,000, WITH THE BOARD OF DIRECTORS HAVING THE DISCRETION TO FILE SUCH AMENDMENT AT ANY TIME
WITHIN ONE YEAR FOLLOWING STOCKHOLDER APPROVAL.
Votes Votes Votes Broker
For Against Abstaining Non-Votes
─────────────────────────────────────────────────────────
5,416,811 779,208 4,024 0
As
a result, Proposal 1, the amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of
common stock from 25,000,000 to up to 150,000,000 shares at the sole discretion of the Board of Directors, was approved by the Company’s
stockholders.
PROPOSAL
2: TO APPROVE AN AMENDMENT TO THE COMPANY’S EXISTING CERTIFICATE OF INCORPORATION TO EFFECT A DISCRETIONARY REVERSE STOCK SPLIT
OF OUR COMMON STOCK AT A RATIO IN THE RANGE OF 1-FOR-2 TO 1-FOR-20, WITH THE EXACT RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS IN
ITS SOLE DISCRETION AT ANY TIME WITHIN ONE YEAR FOLLOWING STOCKHOLDER APPROVAL.
Votes Votes Votes Broker
For Against Abstaining Non-Votes
─────────────────────────────────────────────────────────
5,450,308 747,210 2,525 0
As
a result, Proposal 2, the amendment to the Company’s Certificate of Incorporation to effect a discretionary reverse stock split
of the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-20, was approved by the Company’s stockholders.
PROPOSAL
3: TO APPROVE ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1 OR PROPOSAL 2.
Votes Votes Votes Broker
For Against Abstaining Non-Votes
─────────────────────────────────────────────────────────
5,365,667 725,349 109,027 0
As
a result, Proposal 3, the proposal to approve one or more adjournments of the Special Meeting to solicit additional proxies, was approved
by the Company’s stockholders. As Proposals 1 and 2 each received sufficient votes for approval at the Special Meeting, no adjournment
of the Special Meeting was necessary.