NEXGEL (NXGL) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 26, 2025, to vote on increasing authorized common stock from 25,000,000 to 1,000,000,000 shares, subject to Board implementation.

• Board unanimously recommends voting in favor of the Authorized Share Increase Proposal.

• The amendment aims to provide flexibility for future capital raising, strategic transactions, and other corporate needs.

• No other matters are expected to be presented at the meeting.

Voting matters and shareholder proposals

• Only one proposal: to approve an amendment increasing authorized common stock to 1,000,000,000 shares.

• Stockholders of record as of October 20, 2025, are eligible to vote; each share has one vote.

• Voting can be done via Internet, phone, mail, or in person; proxies are revocable before the meeting.

• Board recommends a "FOR" vote; majority of outstanding shares required for approval.

• No dissenters' or appraisal rights are available for this proposal.

Board of directors and corporate governance

• Board has discretion to implement the Authorized Share Increase within twelve months if approved.

• Adam Levy and Joseph McGuire appointed as proxies for the meeting.

• Stockholder proposals for the 2026 annual meeting must comply with bylaw notice provisions.