NexGel sets a 1-for-20 reverse stock split effective October 12, 2026

NexGel, Inc. filed a Certificate of Amendment to its certificate of incorporation with the Delaware Secretary of State on October 7, 2026 to effect a reverse stock split, according to a Form 8-K filed the same day. The split ratio is 1-for-20. At 12:01 a.m. Eastern Time on October 12, 2026, every twenty (20) shares of common stock issued and outstanding will automatically combine into one validly issued, fully paid and non-assessable share.

The terms of the split

The par value of the common stock remains $0.001 per share, and the split does not change the number of shares the company is authorized to issue. No fractional shares will be issued and no cash will be paid in lieu of them. A stockholder who would otherwise receive a fractional share will instead receive one whole share, because each fractional share is rounded up to the nearest whole share.

The company will also make proportional adjustments to the number of shares issuable on exercise or conversion of its equity awards, convertible preferred stock, warrants and other convertible or exercisable securities. The exercise, conversion or purchase prices of those securities will be adjusted in the same proportion, in accordance with the terms of each award or security.

Stockholder approval and the Board's choice

Stockholders approved, among other things, a proposal at a Special Meeting of Stockholders held on September 23, 2026. That approval gave the Board of Directors discretionary authority to effect a reverse split at a ratio of not less than 1-for-2 and not more than 1-for-20. The exact ratio and timing were to be set by the Board in its sole discretion within one year of stockholder approval. The Board chose 1-for-20. The report describes the Board's determination but does not give a separate reason for choosing that ratio.

Trading after the split

Following the split, the common stock will continue to be listed on The Nasdaq Capital Market under the symbol NXGL, but it will trade under a new CUSIP number, 65344E 206. The Certificate of Amendment is filed as Exhibit 3.1 to the report, and the report lists Item 3.03 and Item 5.03 as the items it covers. Brian J. Kieser, the company's Interim Chief Executive Officer, signed the report.

The company and its share count

NexGel is a Delaware corporation based in Langhorne, Pennsylvania. Its annual report on Form 10-K/A for fiscal 2025, filed April 30, 2026, lists 8,849,665 shares of common stock outstanding as of April 28, 2026, and an aggregate market value of approximately $11,032,723 held by non-affiliates as of June 30, 2025. The amendment added Part III information to the original 10-K and did not update other disclosures. Its warrants trade on the same exchange under the symbol NXGLW.

Financial figures from the annual report

Revenue was $11.4 million for 2025, compared with $8.7 million for 2024. Research and development expense was $2,000 in 2025 and $78,000 in 2024. The net loss was $3.0 million in 2025 and $3.3 million in 2024. Cash from operations was negative $1.3 million in 2025 and negative $3.9 million in 2024. The company reported year-end 2024 cash and cash equivalents of $1.8 million. At June 30, 2026, cash and cash equivalents were $1.7 million, according to the company's quarterly report.

What comes next

A reverse split changes the share count, not the business. NexGel reported a net loss of $3.0 million for 2025, used $1.3 million of cash in operations and held $1.7 million of cash at June 30, 2026. The report does not say why the board picked the top of the approved range, and it does not say whether the split is meant to meet a Nasdaq listing requirement. The report sets October 12, 2026 as the effective time of the split. After that time, shares will trade under the new CUSIP. The report does not give any other timetable for the company's plans.

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