NexGel, Inc. has finalized a 1-for-20 reverse stock split, a move that will consolidate every 20 shares of common stock into one, effective at 12:01 a.m. Eastern Time on October 12, 2026. The company filed the necessary Certificate of Amendment with the Delaware Secretary of State on October 7, 2026, to implement the change. This action follows a vote at the company's Special Meeting of Stockholders on September 23, 2026, where investors granted the Board of Directors the authority to execute a reverse split at a ratio between 1-for-2 and 1-for-20. The Board selected the maximum ratio of 1-for-20 to be determined in its sole discretion.
The reverse split is designed to adjust the company's capital structure without altering the par value of the common stock, which remains at $0.001 per share. It also does not change the total number of authorized shares of capital stock NexGel is permitted to issue. The transaction will occur automatically for all holders of record immediately prior to the Split Effective Time, requiring no action from stockholders.
To manage share distribution, NexGel will not issue fractional shares. Instead, any stockholder entitled to a fractional share will receive one whole share of common stock. This means each fractional share resulting from the calculation will be rounded up to the nearest whole share, and no cash payments will be made in lieu of these fractions.
The split will trigger proportional adjustments to all outstanding equity awards, convertible preferred stock, warrants, and other convertible or exercisable securities. Both the number of shares issuable upon exercise or conversion and the corresponding exercise, conversion, or purchase prices will be adjusted in accordance with the specific terms of each award or security.
Following the effective time, NexGel's common stock will continue to trade on The Nasdaq Capital Market under the symbol NXGL. However, the security will trade under a new CUSIP number: 65344E 206. The company's warrants, designated by the symbol NXGLW, are also subject to these proportional adjustments.
Brian J. Kieser, Interim Chief Executive Officer, signed the Form 8-K current report on October 7, 2026. The filing incorporates the Certificate of Amendment as Exhibit 3.1 and serves as a material modification to the rights of security holders under Item 3.03 and an amendment to articles of incorporation under Item 5.03.