Current Report Filing (8-k)
September 06 2022 - 4:31PM
Edgar (US Regulatory)
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2022-08-30
2022-08-30
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2022-08-30
2022-08-30
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2022-08-30
2022-08-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 30, 2022
NEXGEL,
INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-41173 |
|
26-4042544 |
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
of
incorporation) |
|
|
|
Identification
No.) |
2150
Cabot Boulevard West, Suite B
Langhorne,
Pennsylvania |
|
19067 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (215) 702-8550
(Former
name or former address, if changed since last report)
Not
Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.001 |
|
NXGL |
|
The Nasdaq Capital Market
LLC |
Warrants to Purchase Common
Stock |
|
NXGLW |
|
The Nasdaq Capital Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 30, 2022, NexGel, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, there were 3,183,873 shares of common stock represented in person or by proxy of the 5,572,234 shares of common
stock entitled to be cast, constituting a quorum. The Company’s stockholders approved the five proposals listed below, which proposals
are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange
Commission on July 18, 2022. The final votes on the proposals presented at the Annual Meeting are as follows:
PROPOSAL
1: TO ELECT SEVEN (7) DIRECTORS
TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
| |
Votes For | | |
Votes Against | | |
Broker Non-Votes | |
Steven Glassman | |
| 1,666,356 | | |
| 19,356 | | |
| 1,498,161 | |
Adam Levy | |
| 1,679,658 | | |
| 6,054 | | |
| 1,498,161 | |
Yaakov Spinrad | |
| 1,646,298 | | |
| 39,414 | | |
| 1,498,161 | |
David Stefansky | |
| 1,659,483 | | |
| 26,229 | | |
| 1,498,161 | |
Nachum Stein | |
| 1,679,175 | | |
| 6,537 | | |
| 1,498,161 | |
Miranda J. Toledano | |
| 1,666,141 | | |
| 19,571 | | |
| 1,498,161 | |
Dr. Jerome Zeldis | |
| 1,622,411 | | |
| 63,301 | | |
| 1,498,161 | |
PROPOSAL 2: TO amend the COMPANY’s Restated certificate of incorporation to reduce
the total number of authorized shares of common stock from 750,000,000 to 25,000,000. |
Votes For | | |
Vote Against | | |
Votes Abstaining | | |
Broker Non-Votes | |
| 3,137,165 | | |
| 46,589 | | |
| 119 | | |
| - | |
PROPOSAL
3: AN ADVISORY VOTE ON EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROSY STATEMENT
Votes For | | |
Votes Against | | |
Votes Abstaining | | |
Broker Non-Votes | |
| 1,625,983 | | |
| 59,443 | | |
| 286 | | |
| 1,498,161 | |
PROPOSAL
4: AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
One Year | | |
Two Years | | |
Three Years | | |
Votes Abstaining | |
| 124,876 | | |
| 7,434 | | |
| 1,526,131 | | |
| 27,271 | |
PROPOSAL
5: TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF CHERRY TURNER, STONE & COMPANY, L.L.P. AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.
Votes For | | |
Votes Against | | |
Votes Abstaining | |
| 3,178,267 | | |
| 5,479 | | |
| 127 | |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: |
September 6, 2022 |
|
|
|
|
|
|
|
|
NEXGEL, INC. |
|
|
|
|
|
|
By: |
/s/
Adam Levy |
|
|
|
Adam Levy |
|
|
|
Chief Executive Officer |
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