NXGL

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

NEXGEL

Reports Second Quarter 2026 Financial Results

LANGHORNE,

Pa. – August 17, 2026 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”),

a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, today announced its second quarter 2026 financial results for the period ending June 30, 2026.

The second quarter of 2026 was a period of significant transformation and preparation for NexGel. Following the completion of our transaction with Celularity, Inc. in mid-April, the Company focused on transitioning employees, integrating sales representatives and customer relationships, and aligning our marketing, operations, and branding efforts around the newly formed BioNX Surgical division. These initiatives were designed to support commercial growth, strengthen customer engagement, and advance our strategic partnership with Sequence Life Science, Inc. While progress has been made, our rollout initiatives and expansion into the surgical channel have occurred at a slower pace than originally anticipated.

On August 4, Sequence deployed several tissue processing specialists to Celularity’s New Jersey facility as part of our previously announced plan to transfer manufacturing technology and future production capabilities to Sequence’s facility in San Antonio, Texas. This initiative was established at the outset of the acquisition to address known long-term supply chain constraints and improve manufacturing scalability. While meaningful progress has been made, these supply chain challenges have continued to impact product availability and have contributed to a current BioNX Surgical backlog of approximately $795,000.

Q2 revenue totaled $3.69 million, with a net loss of $2.87 million. The reported loss included several non-recurring or non-cash items, including $756,554 of BioNX intangible asset amortization, $273,710 of one-time transaction-related expenses, and $144,495 associated with the strategic recall of all SilverSeal inventory from Amazon.

The SilverSeal inventory recall was undertaken to support the product’s launch into the hospital market beginning in August. SilverSeal already has established reimbursement A-codes, providing coverage opportunities for both surgical and wound care applications in physician offices, ambulatory surgery centers (ASCs), and hospital settings.

Management believes the hospital channel represents a significant growth opportunity, with the potential to drive increased sales volume while generating higher gross margins than current distribution channels.

In addition, the Company recently launched BioNX Regenerative Eye Health & Aesthetics, a new commercial initiative focused on ocular and aesthetic applications. The platform includes exclusively licensed products from Sequence and is designed to expand BioNX’s presence in high-growth regenerative medicine markets. The initiative is being led by Shaun Mullen, an industry veteran with more than 20 years of experience successfully launching and scaling ophthalmic companies and technologies.

The Company’s recently completed proxy solicitation did not receive sufficient shareholder support for the proposed increase in authorized shares and reverse stock split authority. Management believes the primary reason was an unusually high level of broker non-votes. Because these otherwise routine corporate governance proposals were linked to a proposal to redomicile the Company, brokers were unable to vote uninstructed shares in accordance with management’s recommendations.

The Company intends to resolicit shareholder approval for the increase in authorized shares and reverse split authority as standalone proposals, without the redomicile component, and has engaged Alliance Advisors as proxy solicitor to assist in the process. Based on shareholder feedback and the expected reduction in broker non-votes, management believes both proposals are well-positioned for approval. The current timeline anticipates completion in late September, well within the timeframe necessary to support the Company’s strategic and capital markets objectives.

As of June 30, 2026, the Company held approximately $710,000 of restricted cash related to its prior transaction with ATW Partners. Since quarter end, those funds have been released and returned to the Company, and the Company’s business relationship with ATW has been concluded.

While the integration of the acquired businesses and associated revenue ramp have progressed more slowly than originally anticipated, management remains encouraged by opportunities entering the second half of the year.

The Company expects to host an investor update call on or around September 15, 2026, to provide shareholders with a detailed update on operational progress, commercialization initiatives, and expectations for the remainder of 2026.

About

NEXGEL, I

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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 12, 2025

NEXGEL,

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41173

26-4042544

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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: 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 2.02 Results of Operations and Financial Condition

On August 12, 2025, NexGel, Inc. (the “Company”) issued a press release reporting the Company’s results for the quarter ended June 30, 2025, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On August 12, 2025, the Company began utilizing a new investor presentation, a copy of which is attached hereto as Exhibit 99.2.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information set forth in Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall Exhibits 99.1 and 99.2 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press release of NexGel, Inc. issued August 12, 2025.

99.2

NexGel, Inc. Investor Presentation, dated August 2025.

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: August 12, 2025

NEXGEL, INC.

By: /s/ Adam Levy

Adam Levy

Chief Executive Officer