NexGel, Inc. Reports 2026 Annual Meeting Vote Results

What Happened

• NexGel, Inc. filed an 8‑K on August 5, 2026 reporting the results of its July 31, 2026 Annual Meeting of Stockholders. A quorum was present (6,398,925 of 9,225,242 shares entitled to vote).
• Six directors — Adam Levy, Steven Glassman, Steven A. Ciardiello, Dr. Jerome B. Zeldis, Brian J. Kieser and Kevin M. Harris — were elected to terms expiring at the 2027 annual meeting. Scott R. Henry received votes but had resigned effective July 1, 2026 and no longer serves as a director.
• Stockholders approved, under Nasdaq Listing Rule 5635(d), the issuance of shares issuable upon conversion of convertible notes and exercise of warrants issued in the April and May 2026 private placements (including the note to Celularity, Inc.). Several corporate governance proposals (reincorporation to Nevada, an increase in authorized common shares, and a reverse stock split) were not approved. The advisory "say-on-pay" vote and the appointment of Turner, Stone & Company, L.L.P. as auditor were approved/ratified.

Key Details

• Quorum: 6,398,925 shares present of 9,225,242 outstanding.
• Director elections: votes for elected directors ranged roughly 3.13M–3.75M; broker non‑votes: 2,623,267.
• Proposal 2 (share issuance under Nasdaq Rule 5635(d)): Approved — 3,582,916 for; 185,847 against; 6,895 abstain; broker non‑votes 2,623,267.
• Reincorporation (Proposal 3) failed — 1,761,539 for; 2,010,108 against. Increase in authorized shares (Proposal 4) and reverse split (Proposal 5) also failed; say‑on‑pay (Proposal 6) was approved on an advisory basis (2,867,532 for), and auditor ratification (Proposal 7) passed (6,230,776 for).

Why It Matters

• Approval of Proposal 2 formally clears the issuance of shares tied to the April/May 2026 private placements (including the Celularity note) under Nasdaq rules, which enables those conversions/exercises to be completed and may result in dilution when converted or exercised.
• The failure of the reincorporation, authorized‑shares increase and reverse split means the company’s corporate charter and current share count remain unchanged and the board retains no immediate authority to effect those changes.
• Advisory approval of executive compensation and ratification of the auditor are routine governance outcomes; the director election results provide continuity for six board members while reflecting the earlier resignation of Scott Henry.