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): November 29, 2021

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:

Securities registered pursuant to Section 12(b) of the Act: None

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 x

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 November 29, 2021, NexGel, Inc., a Delaware corporation (the “Company”), filed an amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a 1-for-35 reverse stock split, such that every 35 shares of the Company’s common stock was combined and reclassified into a single share of common stock (the “Reverse Stock Split”). Additionally, the per share exercise price of and number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and warrants was automatically proportionally adjusted based on the 1-for-35 Reverse Stock Split ratio. No fractional shares of common stock were issued in connection with the Reverse Stock Split, and all such fractional interests were rounded up to the nearest whole number. The Reverse Stock Split was effective immediately upon the fling of the Amendment with the Secretary of State of the State of Delaware. Holders of more than a majority of the Company’s outstanding shares of common stock previously approved the Reverse Stock Split via written consent on February 10, 2020 as more fully described in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on March 16, 2020.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.   

(d) Exhibits

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.