NEXGEL, INC.

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:

(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 all boxes that apply):

2150 Cabot Boulevard West, Suite B

Langhorne, Pennsylvania 19047

(215) 702-8550

August 24, 2026

Dear Stockholders:

On behalf of the Board of Directors and management of NexGel, Inc., a Delaware corporation (the “Company”), it is our pleasure to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of the Company. The Special Meeting will be held on September 23, 2026, at 10:00 a.m., Eastern Time, at the Company’s corporate headquarters located at 2150 Cabot Boulevard West, Suite B, Langhorne, Pennsylvania 19047.

At the Special Meeting, you will be asked to consider and act on three proposals: (1) approval of 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 to a number not to exceed 150,000,000, with the Board of Directors having the discretion to determine the specific number of authorized shares within that range and to file such amendment at any time within one year following stockholder approval (“Proposal 1”); (2) approval of 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, to be effected at the discretion of the Board of Directors within one year following stockholder approval (“Proposal 2”); and (3) approval of 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 (“Proposal 3”).

We are providing a full set of proxy materials — including this Proxy Statement and the proxy card — to all stockholders of record entitled to vote at the Special Meeting. We are mailing the proxy materials beginning on or about August 24, 2026. Stockholders who hold their shares in “street name” through a broker, bank or other nominee will receive the proxy materials (or instructions for accessing them electronically) from that broker, bank or other nominee, in accordance with such intermediary’s usual practice.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Special Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting in person at the Special Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a legal proxy from your nominee in order to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

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.

Thank you for your support of, and continued interest in, NexGel, Inc.

Sincerely,

• /s/ Steven Glassman*

Steven Glassman

Chairperson of the Board of Directors

2150 Cabot Boulevard West, Suite B

Langhorne, Pennsylvania 19047

(215) 702-8550

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 23, 2026

To the Stockholders of NexGel, Inc.:

A Special Meeting of Stockholders (the “Special Meeting”) of NexGel, Inc., a Delaware corporation (the “Company”), will be held on September 23, 2026, at 10:00 a.m., Eastern Time, at our corporate headquarters located at 2150 Cabot Boulevard West, Suite B, Langhorne, Pennsylvania 19047. We will consider and act on the following items of business at the Special Meeting:

Stockholders are referred to the proxy statement accompanying this notice (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board of Directors recommends a vote “FOR” Proposal 1, Proposal 2 and Proposal 3.

The Board of Directors has fixed the close of business on August 21, 2026, as the record date (the “Record Date”) for the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to and during the Special Meeting.

Your vote is important. Whether or not you plan to attend the Special Meeting, please submit your proxy as promptly as possible by using the Internet or telephone, or by signing, dating and returning your proxy card, so that your shares will be represented at the Special Meeting.

By Order of the Board of Directors,

/s/ Steven Glassman

Steven Glassman

Chairperson of the Board of Directors

Langhorne, Pennsylvania

August 24, 2026

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE URGE YOU TO SUBMIT YOUR PROXY TO VOTE YOUR SHARES BY THE INTERNET OR BY TELEPHONE, OR BY COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE.

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