09/23/2026 | Press release | Distributed by Public on 09/23/2026 15:21
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 23, 2026, NexGel, Inc. (the "Company") held its 2026 Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, there were 6,200,043 shares of common stock represented in person or by proxy of the 9,747,663 shares of common stock entitled to be cast, constituting a quorum. The Company's stockholders voted on the three proposals listed below, which proposals are described in detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 24, 2026 (the "Proxy Statement"), which is incorporated by reference herein. The final votes on the proposals presented at the Special Meeting are as follows:
PROPOSAL 1: TO APPROVE 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 UP TO 150,000,000, WITH THE BOARD OF DIRECTORS HAVING THE DISCRETION TO FILE SUCH AMENDMENT AT ANY TIME WITHIN ONE YEAR FOLLOWING STOCKHOLDER APPROVAL.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 5,416,811 | 779,208 | 4,024 | 0 |
As a result, Proposal 1, the amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to up to 150,000,000 shares at the sole discretion of the Board of Directors, was approved by the Company's stockholders.
PROPOSAL 2: TO APPROVE 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, 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.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 5,450,308 | 747,210 | 2,525 | 0 |
As a result, Proposal 2, the amendment to the Company's Certificate of Incorporation to effect a discretionary reverse stock split of the Company's common stock at a ratio in the range of 1-for-2 to 1-for-20, was approved by the Company's stockholders.
PROPOSAL 3: TO APPROVE 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.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 5,365,667 | 725,349 | 109,027 | 0 |
As a result, Proposal 3, the proposal to approve one or more adjournments of the Special Meeting to solicit additional proxies, was approved by the Company's stockholders. As Proposals 1 and 2 each received sufficient votes for approval at the Special Meeting, no adjournment of the Special Meeting was necessary.