NEXGEL, INC.
For the period ended Oct 30, 2025. Filed Oct 30, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 30, 2025 · Filed Oct 30, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NexGel, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount previously paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing party: | |
| (4) | Date Filed: | |
NexGel, Inc.
2150 Cabot Blvd West, Suite B
Langhorne, Pennsylvania 19047
(215) 702-8550
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held November 26, 2025
October 30, 2025
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of NexGel, Inc., a Delaware corporation (the “Company,” “NexGel,” “we,” “us” or “our”), to be held at 10:00 a.m., Eastern Time, on November 26, 2025, at our corporate headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, Pennsylvania 19047.
At the Special Meeting, stockholders will be asked to consider and vote to approve, if and only if the Board of Directors approves and implements, an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), in substantially the form attached to the proxy statement as Annex A, increase the total number of authorized shares of our common stock, par value $0.001 per share, from 25,000,000 to 1,000,000,000 (such action, the “Authorized Share Increase,” and such proposal is referred to herein as the “Authorized Share Increase Proposal”) as more fully described in the accompanying proxy statement for the Special Meeting (the “Proxy Statement”).
Our Board of Directors unanimously recommends that you vote “FOR” Authorized Share Increase Proposal.
The Proxy Statement accompanying this Notice of Special Meeting of Stockholders describes the proposal in detail. Stockholders of record at the close of business on October 20, 2025 (the “Record Date”) are entitled to notice of, to attend, and to vote at, the Special Meeting or any postponement or adjournment thereof. As of the Record Date, there were 8,142,766 shares of common stock issued and outstanding.
We know of no other matters to be submitted at the Special Meeting other than as specified in this Notice of Special Meeting of Stockholders.
On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting in person. You can submit a proxy to vote your shares either by mailing in your proxy or submitting your proxy by Internet, or by phone. If submitting a proxy to vote by Internet or phone, your proxy must be received by 11:59 P.M. Eastern Time on November 25, 2025 to be counted at the Special Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.
Thank you for your support of our company. I look forward to seeing you at the Special Meeting.
Sincerely,
/s/ Steven Glassman
Steven Glassman
Chairperson of the Board of Directors
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on November 26, 2025: Pursuant to the rules of the Securities and Exchange Commissions, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all our proxy materials by mail.
REVIEW THE PROXY STATEMENT AND VOTE IN FOUR WAYS:
| VIA THE INTERNET IN ADVANCE | BY MAIL |
| Visit www.proxyvote.com. | Sign, date, and return the enclosed proxy card or voting instruction form. |
| BY TELEPHONE | AT THE MEETING |
| Call the telephone number on your proxy card or voting instruction form. | Attend the Special Meeting in person. |
We urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE SPECIAL MEETING | 1 |
| PROPOSAL 1: To approve, if and only if the Board of Directors approves and implements, an amendment to our Amended and Restated Certificate of Incorporation, as amended, in substantially the form attached to the proxy statement as Annex A, increase the total number of authorized shares of our common stock, par value $0.001 per share, from 25,000,000 to 1,000,000,000 | 5 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 7 |
| OTHER BUSINESS | 8 |
| SUBMISSION OF FUTURE STOCKHOR PLDEROPOSALS | 8 |
| Annex A: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc. | A-1 |
| Proxy Card | |
NEXGEL, INC.
2150 Cabot Blvd West, Suite B
Langhorne, Pennsylvania 19047
(215) 702-8550
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
To Be Held November 26, 2025
Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “the Company,” or “NexGel” refer to NexGel, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.001 per share, each of whom is entitled to vote at the Special Meeting of Stockholders of the Company (the “Special Meeting”).
The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of NexGel, Inc. to be voted at the Special Meeting to be held on November 26, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Special Meeting. This Proxy Statement and accompanying form of proxy are dated , 2025 and are expected to be first sent or given to stockholders on or about October 30, 2025.
The executive offices of the Company are located at, and the mailing address of the Company is 2150 Cabot Blvd West, Suite B, Langhorne, Pennsylvania 19047.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.