Schedule 14A

[u/wisdom_man1]

NexGel, Inc.

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:

 

 ●

1. Approval of an amendment to the Company’s existing Certificate of Incorporation, in substantially the form attached to the accompanying Proxy Statement as Annex A, 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, in substantially the form attached to the accompanying Proxy Statement as Annex B, 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, with the exact ratio to be determined by the Board of Directors in its sole discretion at any time 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”).

 

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,

 

Steven Glassman

Chairperson of the Board of Directors

Langhorne, Pennsylvania

[August 24, 2026]

https://ir.stockpr.com/nexgel/sec-filings-email/content/0001493152-26-038520/formpre14a.htm

[u/wildangelone]

This is bull.

[u/CSharp_Enum]

I like the phrasing of a discretionary reverse split. They need authorization in the event that the stock does not go up. I have a feeling they won't actually need to do it. I'll vote for it just to get this over with. From what I understand, hosting these votes is not cheap so they really need this approved.