NexGel, Inc. filed a Form 8-K on September 23, 2026, reporting the results of its 2026 Special Meeting of Stockholders, at which shareholders approved three proposals relating to amendments to the company's Certificate of Incorporation.

Key Highlights

  • Quorum reached: 6,200,043 shares were represented at the Special Meeting out of 9,747,663 shares entitled to vote.
  • Authorized share increase approved: Stockholders approved an amendment to increase authorized common stock from 25,000,000 to up to 150,000,000 shares, with 5,416,811 votes for and 779,208 against.
  • Reverse stock split approved: Stockholders approved a discretionary reverse stock split at a ratio in the range of 1-for-2 to 1-for-20, with 5,450,308 votes for and 747,210 against.
  • Board discretion: Both amendments may be filed at any time within one year following stockholder approval, at the sole discretion of the Board of Directors.
  • Adjournment proposal passed but unused: Proposal 3, allowing adjournment to solicit additional proxies, was approved with 5,365,667 votes for, but was not needed as Proposals 1 and 2 each received sufficient votes.

NexGel 2026 Special Meeting: Vote Results on Share Structure Amendments

According to the filing, NexGel, Inc. (NASDAQ:NXGL) held its 2026 Special Meeting of Stockholders on September 23, 2026. A total of 6,200,043 shares of common stock were represented in person or by proxy, out of 9,747,663 shares entitled to be cast, constituting a quorum. The three proposals voted upon were described in detail in the company's definitive proxy statement filed with the SEC on August 24, 2026.

Proposal 1 sought approval of an amendment to the Certificate of Incorporation to increase authorized shares of common stock from 25,000,000 to up to 150,000,000. The filing reported 5,416,811 votes for, 779,208 votes against, 4,024 abstentions, and zero broker non-votes. The proposal was approved. Proposal 2, which sought approval of a discretionary reverse stock split at a ratio between 1-for-2 and 1-for-20, received 5,450,308 votes for, 747,210 against, 2,525 abstentions, and zero broker non-votes, and was also approved. In both cases, the exact timing and ratio remain at the sole discretion of the Board of Directors, within one year of stockholder approval.

Proposal 3, covering potential adjournment of the Special Meeting to gather additional proxies, was approved with 5,365,667 votes for, 725,349 against, and 109,027 abstentions. The filing noted that, because Proposals 1 and 2 each received sufficient votes, "no adjournment of the Special Meeting was necessary." The report was signed by Brian Kieser, Interim Chief Executive Officer, on September 23, 2026.

What Was Disclosed

NexGel disclosed the voting results from its September 23, 2026 Special Meeting of Stockholders, confirming approval of amendments to increase authorized common shares and enable a discretionary reverse stock split, both subject to Board timing and discretion within one year.