NexGel (NXGL) board member Nachum Stein to step down from director role

Rhea-AI Filing Summary

NexGel, Inc. reported that board member Nachum Stein has notified the company of his intent to resign from its Board of Directors, effective February 2, 2026. He currently serves as Chairperson of the Board’s Compensation Committee and is leaving to lighten his schedule and focus on other business ventures.

The company states that Mr. Stein’s resignation is not due to any disagreement with NexGel or its subsidiaries on operations, policies, or practices. His resignation letter dated January 29, 2026 is included as Exhibit 17.1 to this report.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 29, 2026

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		19047
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

January 29, 2026, Nachum Stein notified NexGel, Inc. (the “Company”) of his intent to resign as a member of the Company’s Board of Directors (the “Board”) effective as of February 2, 2026 to lighten his schedule and give attention to other business ventures. Mr. Stein is the Chairperson of the Board’s Compensation Committee. The Company wishes to thank Mr. Stein for his dedicated and important service as a member of the Board.

Mr. Stein’s resignation is 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. Stein’s resignation letter dated January 29, 2026 is attached hereto as Exhibit 17.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
17.1		Resignation letter of Nachum Stein dated January 29, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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 30, 2026
		NEXGEL, INC.
		By:	/s/ Adam Levy
			Adam Levy
			Chief Executive Officer

FAQ

What board change did NexGel (NXGL) disclose in this 8-K filing?

NexGel disclosed that board member Nachum Stein plans to resign from its Board of Directors, effective February 2, 2026. He also serves as Chairperson of the Compensation Committee and submitted a formal resignation letter dated January 29, 2026 attached as Exhibit 17.1.

Why is NexGel (NXGL) director Nachum Stein resigning from the board?

Nachum Stein is resigning from NexGel’s Board of Directors to lighten his schedule and devote attention to other business ventures. The company specifically notes that his decision is based on these personal and professional priorities rather than any dispute with NexGel or its subsidiaries.

Is Nachum Stein’s resignation from NexGel (NXGL) due to any disagreement with the company?

NexGel states that Nachum Stein’s resignation is not the result of any disagreement with the company or its subsidiaries regarding operations, policies, or practices. This clarification indicates the departure is characterized as amicable and not tied to internal conflicts or policy disputes.

What committee role did Nachum Stein hold at NexGel (NXGL) before resigning?

Before his planned resignation, Nachum Stein served as Chairperson of NexGel’s Board Compensation Committee. This role typically oversees executive and director compensation matters. His departure will therefore require the company’s board to address committee leadership and membership going forward.

When does NexGel (NXGL) say Nachum Stein’s board resignation becomes effective?

NexGel reports that Nachum Stein’s resignation from its Board of Directors will become effective on February 2, 2026. He notified the company of his intent to resign on January 29, 2026, and his resignation letter of that date is filed as Exhibit 17.1.

Does the NexGel (NXGL) 8-K include Nachum Stein’s resignation letter?

Yes. NexGel includes Nachum Stein’s resignation letter, dated January 29, 2026, as Exhibit 17.1 to the report. The company also notes in the 8-K that his resignation is not due to any disagreement with NexGel or its subsidiaries on operations, policies, or practices.