UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On November 21, 2025, the Board of Directors (the “Board”) of NexGel, Inc. (the “Company”) voted, pursuant to Section 2.3 of the Company’s Amended and Restated Bylaws, to cancel the Special Meeting of Stockholders scheduled to be held at 10 a.m. Eastern Time on November 26, 2025 (the “Special Meeting”). The Board originally called the Special Meeting to vote to approve a proposal, if and only if the Board approves and implements, an amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, from 25,000,000 to 1,000,000,000 (the “Proposal”) as more fully described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 30, 2025. As such, the Board and the Company will not be pursuing the approval by the Company’s stockholders of the Proposal.
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: November 24, 2025 | |||
| NEXGEL, INC. | |||
| By: | /s/ Adam Levy | ||
| Adam Levy | |||
| Chief Executive Officer | |||