NexGel Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number:001-41173 NexGel, Inc.(Exact name of registrant as specified in its charter) Delaware26-4042544(State or other jurisdiction of(I.R.S. Employer 2150 Cabot Blvd West, Suite BLanghorne, PA19047(Address of principal executive office)(Zip Code) Registrant’s telephone number, including area code:(215) 702-8550 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Capital Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Smaller reporting company☒ Accelerated filer☐ Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2025, the last business day of theregistrant’s second fiscal quarter, was approximately $11,032,723 based on the price at which the registrant last sold common equity. As of March 31, 2026 the registrant had 8,475,693 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders (the “2026 Proxy Statement”) areincorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2026 Proxy Statement will be filed with theU.S. Securities and Exchange Commission within 120 days after the end of the year to which this report relates. Table of Contents Item 1Business4Item 1ARisk Factors9Item 1BUnresolved Staff Comments18Item 1CCybersecurity18Item 2Properties18Item 3Legal Proceedings18Item 4Mine Safety Disclosures18 Item 5Market for Registrant’s Common Equity, Related Stockholder Matters19Item 6[Reserved]19Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 7AQuantitative and Qualitative Disclosures About Market Risk23Item 8Financial Statements and Supplementary DataF-1Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure24Item 9AControls and Procedures24 Part III Item 10Directors, Executive Officers and Corporate Governance25Item 11Executive Compensation25Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters25