Current Report Filing (8-k)
January 17 2023 - 4:43PM
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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): January 16, 2023
NEXGEL,
INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-41173 |
|
26-4042544 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File Number) |
|
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: None
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Scott
R. Henry Board Appointment
On
January 16, 2023, Scott R. Henry (the “Board Appointees”) was appointed to the board of directors (the “Board”)
of NexGel, Inc. (the “Company”) to serve for a term expiring at the Company’s next annual meeting of
stockholders or his successor is duly elected and qualified. Mr. Henry was also appointed as a member to the Audit Committee of the Board.
Mr.
Henry, CFA, is a Managing Director, Senior Research Analyst at ROTH Capital Partners with 20 years of sell-side coverage in the pharmaceutical,
biotechnology and medical device sectors. He has previously held positions with firms including Oppenheimer, Thomas Weisel Partners,
ABN AMRO and Leerink Swann & Co. Mr. Henry has received numerous awards, including rankings in the Wall Street Journal “Best
on the Street” stock picking survey, Forbes/Zacks Investment Research “Best Analysts” for the drugs category and Forbes.com/StarMine
rankings for earnings estimate accuracy. His investment views have been cited in the Wall Street Journal and the New York Times,
and he has made frequent appearances on CNBC, CBS MarketWatch and Bloomberg. Mr. Henry attended the University of Rhode Island and
received an M.B.A. with distinction from Cornell University.
There
have been (i) no compensation or other arrangements entered into between the Company and Mr. Henry in connection with his appointment
to the Board or the Audit Committee at this time and (ii) no transactions between the Company and Mr. Henry or his immediate family members
requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Yaakov
Spinrad Board Resignation
On
January 16, 2023, Yaakov Spinrad resigned as a member of the Board. Mr. Spinrad was a member of the Board’s Compensation Committee
and Nominating and Corporate Governance Committee. Mr. Spinrad’s resignation was not as a result of any disagreement with the Company
or any of its subsidiaries on any matters related to their operation, policies or practices. A copy of Mr. Spinrad’s resignation
letter dated January 16, 2023 is attached hereto as Exhibit 17.1.
Board
Committees Reconstitution
On
January 16, 2023 and in connection with Mr. Henry’s appointment, Mr. Spinrad’s resignation, and the determination that all
members of the Board except for Adam Levy are “independent” (as defined by the applicable rules and statues), the Board reconstituted
its Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee as follows:
Audit
Committee |
|
Compensation
Committee |
|
Nominating and Corporate Governance Committee |
Steve
Glassman |
|
Steve
Glassman |
|
David Stefansky |
Scott
Henry |
|
David
Stefansky (Chair) |
|
Miranda Toledano |
Miranda
Toledano (Chair) |
|
Nachum
Stein |
|
Jerry Zeldis (Chair) |
On
January 17, 2023, the Company issued a press release regarding the appointment of Mr. Henry to the Board. A copy of the press release
is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety.
Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
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:
January 17, 2023 |
|
|
|
|
|
|
|
|
NEXGEL,
INC. |
|
|
|
|
|
|
By: |
/s/
Adam Levy |
|
|
|
Adam
Levy |
|
|
|
Chief
Executive Officer |
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