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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): May 13, 2025
| 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:
| 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 May 13, 2025, NexGel, Inc. (the “Company”) issued a press release reporting the Company’s results for the quarter ended March 31, 2025, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, 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 Exhibit 99.1 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 issued May 13, 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: | May 13, 2025 | ||
| NEXGEL, INC. | |||
| By: | /s/ Adam Levy | ||
| Adam Levy | |||
| Chief Executive Officer | |||
Exhibit 99.1
NEXGEL Reports First Quarter 2025 Financial Results
First quarter 2025 revenue totaled $2.81 million, an increase of 121%, as compared to $1.27 million for the
same period the prior year
Gross Profit for the quarter was 42.4%, compared to 12.6% in Q1 2024 and 37.2% in Q4 2024
LANGHORNE, Pa. – May 13, 2025 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, today announced its first quarter 2025 financial results for the period ending March 31, 2025.
First Quarter 2025 Financial Highlights:
| ● | Net Revenue was $2.81 million, compared to $1.27 million in Q1 2024 and $3.04 million in Q4 2024. | |
| ● | Gross Profit was $1.19 million, compared to $0.16 million in Q1 2024 and $1.13 million in Q4 2024. | |
| ● | Gross Profit Margin was 42.4%, compared to 12.6% in Q1 2024 and 37.2% in Q4 2024. | |
| ● | Net loss was $0.71 million, compared to $0.85 million in Q1 2024 and $0.85 million in Q4 2024. | |
| ● | EBITDA1, a non-GAAP financial measure, was ($0.54) million, compared to EBITDA of ($0.84) million in Q1 2024 and an EBITDA of ($0.73) million in Q4 2024. | |
| ● | Adjusted EBITDA1, a non-GAAP financial measure, was ($0.47) million, compared to Adjusted EBITDA of ($0.73) million in Q1 2024 and Adjusted EBITDA of ($0.62) million in Q4 2024. |
“Revenue for the first quarter came in slightly higher than our previously issued guidance, totaling $2.81 million, an increase of 121% year-over-year. Gross margins returned to the low to mid-40’s, while our EBITDA loss continued to narrow,” Adam Levy, NEXGEL’s Chief Executive Officer, commented. “Looking forward, in contract manufacturing we have multiple shots on goal with large existing customers such as Cintas and new potential customers in our robust pipeline. Similarly, we have several growth levers in our consumer branded products with new product launches throughout the remainder of this year, heading into 2026. We remain confident in our previously issued guidance for 2025 of $13 million in revenue and to achieve positive EBITDA during the year.”
First Quarter 2025 Financial Results
For the first quarter of 2025, revenue totaled $2.81 million, an increase of 121%, as compared to $1.27 million for the first quarter of 2024. The increase in overall revenues was primarily due to sales growth in both contract manufacturing and branded products.
Cost of revenues totaled $1.62 million for the first quarter of 2025, as compared to $1.11 million for the first quarter of 2024. The increase in cost of revenues is primarily aligned with the increase in revenue growth.
Gross profit totaled $1.19 million for the first quarter of 2025, as compared to a gross profit of $0.16 million for the first quarter of 2024. Gross profit margin for the first quarter 2025 was 42.4%, as compared to 12.6% for the first quarter 2024. The increase of $1.03 in gross profit quarter over quarter was primarily due to the increase in consumer branded products.
Selling, general and administrative expenses totaled $1.96 for the first quarter of 2025, as compared to $1.03 for the first quarter of 2024. The increase quarter over quarter was attributable to increases in compensation and benefits, share-based compensation, advertising, marketing and Amazon fees, Professional and consulting fees, other fees, and investor and shareholder services, which was offset by a decrease in franchise taxes and corporate insurance.
EBITDA1, a non-GAAP financial measure, totaled ($0.54) million for the first quarter of 2025 as compared to ($0.84) million for the first quarter of 2024.
Adjusted EBITDA1, a non-GAAP financial measure, totaled ($0.47) million for the first quarter 2025 as compared to ($0.73) million for the first quarter 2024.
Net loss for the first quarter of 2025 was $0.71 million, as compared to a net loss of $0.85 million for the first quarter of 2024.
As of March 31, 2025, the Company had a cash balance of approximately $1.19 million.
As of May 13, 2025, NEXGEL had 7,654,537 shares of common stock outstanding.
1. EBITDA and Adjusted EBITDA are a non-GAAP measures described in the section titled Non-GAAP Financial Measures” below and reconciled to the most directly comparable GAAP measures at the end of this release.
First Quarter 2025 Financial Results Conference Call
Date: May 13, 2025
Time: 4:30 p.m. ET
Live Call: 1-800-343-4849 (U.S. Toll Free) or 1-203-518-9848 (International)
Webcast: Events and Presentations
For interested individuals unable to join the conference call, a replay will be available through May 27, 2025, by dialing + 1-844-512-2921 (U.S. Toll Free) or + 1-412-317-6671 (International). Participants must use the following code to access the replay of the call: 11159118. An archived version of the webcast will also be available for 90 days.
About NEXGEL, INC.
NEXGEL is a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels. Based in Langhorne, Pa., the Company has developed and manufactured electron-beam, cross-linked hydrogels for over two decades. NEXGEL brands include SilverSeal®, Hexagels®, Turfguard®, Kenkoderm® and Silly George®. Additionally, NEXGEL has strategic contract manufacturing relationships with leading consumer healthcare companies.
Non-GAAP Financial Measures
Certain Non-GAAP financial measures are included in this press release. In the calculation of these measures, the Company excludes certain items, such as amortization of intangible assets, stock-based compensation, tax impact of adjustments, other unusual items and discrete items impacting income tax expense. The Company believes that excluding such items provides investors and management with a representation of the Company’s core operating performance and with information useful in assessing its prospects for the future and underlying trends in the Company’s operating expenditures and continuing operations. Management uses such Non-GAAP measures to evaluate financial results and manage operations. The release and the attachments to this release provide a reconciliation of each of the Non-GAAP measures referred to in this release to the most directly comparable GAAP measure. The Non-GAAP financial measures are not meant to be considered a substitute for the corresponding GAAP financial statements and investors should evaluate them carefully. These Non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies.
Forward-Looking Statement
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts, including, without limitation, our expectations with respect to our large existing customers such as Cintas and new potential customers in our robust pipeline, our expectations with respect to our growth levers in our consumer branded products with new products launches throughout the remainder of this year and heading into 2026, and our expectation to generate at least $13 million in revenue for 2025 and achieve positive EBITDA during the year. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC and which may be viewed at http://www.sec.gov/.
Investor Contacts:
Valter Pinto, Managing Director
KCSA Strategic Communications
212.896.1254
Nexgel@kcsa.com
NEXGEL, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND DECEMBER 31, 2024
(Unaudited)
(in thousands, except share and per share data)
|
March 31, 2025 |
December 31, 2024 |
|||||||
| ASSETS: | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 1,192 | $ | 1,807 | ||||
| Accounts receivable, net | 926 | 933 | ||||||
| Inventory | 1,846 | 1,751 | ||||||
| Prepaid expenses and other current assets | 776 | 623 | ||||||
| Total current assets | 4,740 | 5,114 | ||||||
| Goodwill | 1,128 | 1,128 | ||||||
| Intangibles, net | 775 | 807 | ||||||
| Property and equipment, net | 2,129 | 2,211 | ||||||
| Operating lease - right of use asset | 1,570 | 1,628 | ||||||
| Other assets | 95 | 95 | ||||||
| Total assets | $ | 10,437 | $ | 10,983 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 980 | $ | 761 | ||||
| Accounts payable - related party | 499 | 531 | ||||||
| Accrued expenses and other current liabilities | 334 | 310 | ||||||
| Deferred revenue | 286 | 179 | ||||||
| Current portion of note payable | 99 | 97 | ||||||
| Warrant liability | 28 | 118 | ||||||
| Contingent consideration liability | - | 178 | ||||||
| Financing lease liability, current portion | 59 | 59 | ||||||
| Operating lease liabilities, current portion | 234 | 237 | ||||||
| Total current liabilities | 2,519 | 2,470 | ||||||
| Operating lease liabilities, net of current portion | 1,494 | 1,538 | ||||||
| Financing lease liability, net of current portion | 293 | 307 | ||||||
| Notes payable, net of current portion | 563 | 588 | ||||||
| Total liabilities | 4,869 | 4,903 | ||||||
| Commitments and Contingencies (Note 17) | - | - | ||||||
| Preferred stock, par value $0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding | - | - | ||||||
| Common stock, par value $0.001 per share, 25,000,000 shares authorized; 7,654,037 and 7,638,497 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 8 | 8 | ||||||
| Additional paid-in capital | 23,909 | 23,743 | ||||||
| Accumulated deficit | (18,708 | ) | (17,996 | ) | ||||
| Total NexGel stockholders’ equity | 5,209 | 5,755 | ||||||
| Non-controlling interest in joint venture | 359 | 325 | ||||||
| Total stockholders’ equity | 5,568 | 6,080 | ||||||
| Total liabilities and stockholders’ equity | $ | 10,437 | $ | 10,983 | ||||
NEXGEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
(in thousands, except share and per share data)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues, net | $ | 2,806 | $ | 1,266 | ||||
| Cost of revenues | 1,618 | 1,106 | ||||||
| Gross margin (loss) | 1,188 | 160 | ||||||
| Operating expenses: | ||||||||
| Research and development | 1 | 2 | ||||||
| Selling, general and administrative | 1,964 | 1,029 | ||||||
| Total operating expenses | 1,965 | 1,031 | ||||||
| Loss from operations | (777 | ) | (871 | ) | ||||
| Other income (expense): | ||||||||
| Interest income (expense), net | (21 | ) | (15 | ) | ||||
| Changes in fair value of warrant liability and warrant modification expense | 91 | (53 | ) | |||||
| Gain on investment in marketable securities | — | 34 | ||||||
| Other expense | (39 | ) | — | |||||
| Other income | 68 | — | ||||||
| Total other income (expense), net | 99 | (34 | ) | |||||
| Loss before income taxes | (678 | ) | (905 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | (678 | ) | (905 | ) | ||||
| Less: Income (loss) attributable to non-controlling interest in joint venture | (34 | ) | 52 | |||||
| Net loss attributable to NexGel stockholders | $ | (712 | ) | $ | (853 | ) | ||
| Net loss per common share - basic | $ | (0.09 | ) | $ | (0.14 | ) | ||
| Net loss per common share - diluted | $ | (0.09 | ) | $ | (0.14 | ) | ||
| Weighted average shares used in computing net loss per common share - basic | 7,645,311 | 5,982,062 | ||||||
| Weighted average shares used in computing net loss per common share – diluted | 7,645,311 | 5,982,062 | ||||||
NEXGEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Unaudited)
(in thousands)
|
Three Months Ended March 31, |
||||||||
| 2025 | 2024 | |||||||
| Operating Activities | ||||||||
| Net loss | $ | (712 | ) | $ | (853 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Income (loss) attributable to non-controlling interest in joint venture | 34 | (52 | ) | |||||
| Depreciation and amortization | 114 | 62 | ||||||
| Share-based compensation and restricted stock vesting | 166 | 54 | ||||||
| Gain on investment in marketable securities | — | (34 | ) | |||||
| Changes in fair value of warrant liability and warrant modification expense | (91 | ) | 53 | |||||
| Amortization of right of use asset | 12 | 7 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 7 | (106 | ) | |||||
| Inventory | (95 | ) | (50 | ) | ||||
| Prepaid expenses and other assets | (153 | ) | 64 | |||||
| Accounts payable | 219 | (75 | ) | |||||
| Accounts payable – related party | (32 | ) | (105 | ) | ||||
| Accrued expenses and other current liabilities | 24 | (287 | ) | |||||
| Deferred revenue | 107 | 230 | ||||||
| Net Cash Used in Operating Activities | (400 | ) | (1,092 | ) | ||||
| Investing Activities | ||||||||
| Proceeds from sales of marketable securities | — | 34 | ||||||
| Capital expenditures | — | (152 | ) | |||||
| Net Cash Used in Investing Activities | — | (118 | ) | |||||
| Financing Activities | ||||||||
| Proceeds from rights offering, net of expenses | — | 946 | ||||||
| Payment of contingent consideration | (178 | ) | — | |||||
| Principal payment on financing lease liability | (14 | ) | (9 | ) | ||||
| Principal payments of notes payable | (23 | ) | (8 | ) | ||||
| Net Cash Provided by (Used in) Financing Activities | (215 | ) | 929 | |||||
| Net Decrease in Cash | (615 | ) | (281 | ) | ||||
| Cash – Beginning of period | 1,807 | 2,700 | ||||||
| Cash – End of period | $ | 1,192 | $ | 2,419 | ||||
| Supplemental Disclosure of Cash Flows Information | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | 18 | $ | 10 | ||||
| Taxes | $ | — | $ | — | ||||
| Supplemental Non-cash Investing and Financing activities | ||||||||
| Property and equipment financed under notes payable | $ | — | $ | 165 | ||||
| Property and equipment financed under financing leases | $ | — | $ | 416 | ||||
RECONCILIATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES
(in thousands, except per share amounts)
CALCULATION OF EBITDA & ADJUSTED EBITDA
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net (loss) income: | $ | (712 | ) | $ | (853 | ) | ||
| Less: Loss (income) attributable to non-controlling interest in joint venture | (34 | ) | 52 | |||||
| Net loss attributable to NexGel stockholders | (678 | ) | (905 | ) | ||||
| Adjustments: | ||||||||
| Depreciation and amortization | 114 | 52 | ||||||
| Interest expense, net | 21 | 15 | ||||||
| EBITDA | (543 | ) | (838 | ) | ||||
| Change in warrant liability(1) | (91 | ) | 53 | |||||
| Share-based compensation expense(2) | 166 | 54 | ||||||
| Adjusted EBITDA: | $ | (468 | ) | $ | (731 | ) | ||
| (1) | This adjustment gives effect to non-cash warrant liability changes incurred during the periods. | |
| (2) | The adjustments represent share-based compensation expense related to awards of stock options, restricted stock units, or common stock in exchange for services. Although we expect to continue to award stock in exchange for services, the amount of non-cash stock-based compensation is excluded as it is subject to change as a result of one-time or non-recurring projects. |