TOPP / Toppoint Holdings Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Toppoint Holdings Inc.
US ˙ NYSEAM

Mga Batayang Estadistika
CIK 1468929
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Toppoint Holdings Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 12, 2025 EX-99.2

NexGel, Inc. Investor Presentation, dated August 2025.

Exhibit 99.2

August 12, 2025 8-K

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

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 Numbe

August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 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, In

August 12, 2025 EX-99.1

NEXGEL Reports Second Quarter 2025 Financial Results Second quarter 2025 revenue totaled $2.88 million, an increase of 100.3% as compared to $1.44 million for the same period year-over-year Gross Profit for the quarter was 43.6%, compared to 20.3% fo

Exhibit 99.1 NEXGEL Reports Second Quarter 2025 Financial Results Second quarter 2025 revenue totaled $2.88 million, an increase of 100.3% as compared to $1.44 million for the same period year-over-year Gross Profit for the quarter was 43.6%, compared to 20.3% for the same period in 2024 Company is reiterating revenue guidance for 2025 of $13 million and to achieve positive EBITDA during the year

August 5, 2025 8-K

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): July 31, 2025

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): July 31, 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)

August 5, 2025 EX-99.1

NEXGEL Appoints Chief Accounting Officer of Shutterstock, Steve Ciardiello, CPA, to its Board of Directors

Exhibit 99.1 NEXGEL Appoints Chief Accounting Officer of Shutterstock, Steve Ciardiello, CPA, to its Board of Directors LANGHORNE, Pa. – August 5, 2025 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced the appoin

August 1, 2025 EX-99.1

NEXGEL Announces $950,000 Registered Direct Offering and Concurrent Private Placement

Exhibit 99.1 NEXGEL Announces $950,000 Registered Direct Offering and Concurrent Private Placement LANGHORNE, Pa., August 1, 2025 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced it has entered into definitive a

August 1, 2025 EX-4.1

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

August 1, 2025 8-K

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): July 31, 2025

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): July 31, 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)

August 1, 2025 EX-10.1

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT Date: July 31, 2025 NexGel, Inc. 2150 Cabot Blvd West, Suite B Langhorne, Pennsylvania 19047 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with NexGel, Inc., a Delaware corporation (the “Company”), as follows: 1. This Subscription Agreement, including the Investor Information attached hereto as Annex A (collectively, this “

August 1, 2025 424B5

NEXGEL, INC. 413,044 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264282 Prospectus Supplement (to Prospectus dated May 26, 2023) NEXGEL, INC. 413,044 Shares of Common Stock We are offering 413,044 shares of our common stock to investors pursuant to this prospectus supplement and the accompanying prospectus and a subscription agreement with each investor. In a concurrent private placement, or the Warrant Priv

July 31, 2025 8-K

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): July 31, 2025

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): July 31, 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

July 31, 2025 EX-99.1

NexGel, Inc. Investor Presentation, dated July 2025.

Exhibit 99.1

July 14, 2025 8-K

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): July 14, 2025

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): July 14, 2025 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

July 14, 2025 EX-99.1

NEXGEL and STADA AG Announce Expansion of Partnership for North America

Exhibit 99.1 NEXGEL and STADA AG Announce Expansion of Partnership for North America LANGHORNE, Pa. – July 14, 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 expanding its partnership with STADA Arzneimittel AG (“STADA”), a European leader in consume

June 20, 2025 8-K

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): June 17, 2025 NEXGEL, INC. (Exact

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): June 17, 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

June 4, 2025 8-K

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): June 4, 2025 NEXGEL, INC. (Exact

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): June 4, 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)

June 4, 2025 EX-99.1

NexGel, Inc. Investor Presentation, dated June 2025.

Exhibit 99.1

May 13, 2025 8-K

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

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)

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 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, I

May 13, 2025 EX-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

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

April 30, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 27, 2025 EX-19.1

NexGel, Inc.’s Insider Trading Policy

Exhibit 19.1 NexGel, Inc. Insider Trading Policy In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, the Board of Directors of NexGel, Inc. (the “Company”) has adopted the policies and procedures described in this Memorandum. Adoption of Insider Trading Policy. The Company has adopted the Insider Tradi

March 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 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, 2024 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. (

March 27, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary State of Organization CG Converting and Packaging, LLC (50% owned) Texas NexGelRx, Inc. (wholly owned) Delaware Sport Defense LLC (wholly owned) Delaware

March 25, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 25, 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 incorporatio

March 25, 2025 EX-99.1

NexGel, Inc. Investor Presentation, dated March 2025.

Exhibit 99.1

March 24, 2025 8-K

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): March 24, 2025

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): March 24, 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 incorporatio

March 24, 2025 EX-99.1

NEXGEL Reports Record Fourth Quarter and Full Year 2024 Financial Results Fourth quarter 2024 revenue totaled $3.04 million, an increase of 181%, as compared to $1.08 million for the same period the prior year Full year 2024 revenue totaled $8.69 mil

Exhibit 99.1 NEXGEL Reports Record Fourth Quarter and Full Year 2024 Financial Results Fourth quarter 2024 revenue totaled $3.04 million, an increase of 181%, as compared to $1.08 million for the same period the prior year Full year 2024 revenue totaled $8.69 million, an increase of 112%, as compared to $4.09 million in 2023 Over 100% full year and fourth quarter revenue growth year-over-year for

January 22, 2025 EX-99.1

NEXGEL Issues Letter to Shareholders and Provides Guidance for 2024 and 2025 Management expects 2024 fourth quarter revenue of approximately $3.0 million and full year 2024 of approximately $8.6 million, representing growth year-over-year of over 100

Exhibit 99.1 NEXGEL Issues Letter to Shareholders and Provides Guidance for 2024 and 2025 Management expects 2024 fourth quarter revenue of approximately $3.0 million and full year 2024 of approximately $8.6 million, representing growth year-over-year of over 100% for the third consecutive year Management expects to generate at least $13 million in revenue for 2025 and to achieve positive cash flo

January 22, 2025 8-K

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 22, 2025

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 22, 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 incorporat

January 6, 2025 EX-10.1

2025 Executive Employment Agreement dated December 30, 2024 between NexGel, Inc. and Adam Levy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 6, 2025).

Exhibit 10.1 2025 EXECUTIVE EMPLOYMENT AGREEMENT This 2025 Executive Employment Agreement (this “Agreement”), dated as of December 31, 2024, is by and between NEXGEL INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (the “Executive”). The Company and the Executive shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties”. BACKGROUND

January 6, 2025 EX-10.2

2025 Executive Employment Agreement dated December 30, 2024 between NexGel, Inc. and Joseph F. McGuire (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 6, 2025).

Exhibit 10.2 2025 EXECUTIVE EMPLOYMENT AGREEMENT This 2025 Executive Employment Agreement (this “Agreement”), effective as of December 30, 2024, is by and between NEXGEL INC., a Delaware corporation (the “Company”), and Joseph F. McGuire, an individual (the “Executive”). The Company and the Executive shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties”.

January 6, 2025 EX-99.1

NEXGEL Appoints Joseph F. McGuire as Chief Financial Officer

Exhibit 99.1 NEXGEL Appoints Joseph F. McGuire as Chief Financial Officer LANGHORNE, Pa. – January 2, 2025 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced the appointment of Joseph F. McGuire as Chief Financial

January 6, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): December 30, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorpora

November 14, 2024 EX-99.1

Quarterly revenue growth driven by a sequential increase of 99% in branded consumer products and 103% in contract manufacturing Gross profit margin for the quarter was 43.6% compared to 28.2% in Q3 of 2023 and 28.5% in Q2 of 2024

Exhibit 99.1 NEXGEL Reports Record Third Quarter 2024 Revenue of $2.94 Million, an Increase of 141% Year-Over-Year and 104% Sequentially Quarterly revenue growth driven by a sequential increase of 99% in branded consumer products and 103% in contract manufacturing Gross profit margin for the quarter was 43.6% compared to 28.2% in Q3 of 2023 and 28.5% in Q2 of 2024 LANGHORNE, Pa. – November 13, 202

November 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 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

November 13, 2024 424B5

NEXGEL, INC. 363,636 Units Consisting of 727,272 Shares of Common Stock Warrants to Purchase 363,636 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264282 Prospectus Supplement (to Prospectus dated May 26, 2023) NEXGEL, INC. 363,636 Units Consisting of 727,272 Shares of Common Stock Warrants to Purchase 363,636 Shares of Common Stock We are offering 363,636 units of NexGel, Inc., with each unit consisting of two shares of our common stock, par value $0.001 per share, and one warrant to pur

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 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 NexGe

November 12, 2024 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): November 11, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction of incorporation) (Commission File Num

November 12, 2024 EX-10.1

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT Date: November 11, 2024 NexGel, Inc. 2150 Cabot Blvd West, Suite B Langhorne, Pennsylvania 19047 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with you as follows: 1. This Subscription Agreement, including the Investor Information attached hereto as Annex A (collectively, this “Agreement”), is made as of the date set forth

November 12, 2024 EX-99.1

NEXGEL Announces $2,000,000 Registered Direct Offering

Exhibit 99.1 NEXGEL Announces $2,000,000 Registered Direct Offering LANGHORNE, Pa., November 11, 2024 - NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced it has entered into definitive agreements for the issuance and

November 12, 2024 EX-4.1

Form of November 2024 Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 12, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 28, 2024 EX-99.1

NexGel, Inc. Investor Presentation, dated October 2024.

Exhibit 99.1

October 28, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 28, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporat

October 10, 2024 EX-99.1

NEXGEL Preannounces Expected Record Third Quarter 2024 Revenue of $2.85 Million, an Increase of Approximately 133% Year-Over-Year and 98% Sequentially

Exhibit 99.1 NEXGEL Preannounces Expected Record Third Quarter 2024 Revenue of $2.85 Million, an Increase of Approximately 133% Year-Over-Year and 98% Sequentially LANGHORNE, Pa. – October 10, 2024 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and con

October 10, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 10, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporat

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 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, In

August 14, 2024 8-K

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 14, 2024

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 14, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporati

August 14, 2024 EX-99.1

NEXGEL Reports Record Second Quarter 2024 Revenue of $1.44 Million

Exhibit 99.1 NEXGEL Reports Record Second Quarter 2024 Revenue of $1.44 Million LANGHORNE, Pa. – August 14, 2024 – 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 record second quarter 2024 revenue of $1.44 million and is reiterating revenue guidance for the

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-CEN ☐ Form N-SAR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read

August 13, 2024 EX-99.1

NEXGEL Announces $1,110,000 Registered Direct Offering Led by Insiders

Exhibit 99.1 NEXGEL Announces $1,110,000 Registered Direct Offering Led by Insiders LANGHORNE, Pa., August 12, 2024 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced it has entered into definitive agreements for th

August 13, 2024 424B5

NEXGEL, INC. 222,000 Units Consisting 444,000 Shares of Common Stock Warrants to Purchase 222,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264282 Prospectus Supplement (to Prospectus dated May 26, 2023) NEXGEL, INC. 222,000 Units Consisting 444,000 Shares of Common Stock Warrants to Purchase 222,000 Shares of Common Stock We are offering 222,000 units of NexGel, Inc. at a price to the public of $5.00 per unit, with each unit consisting of two shares of our common stock, par value

August 13, 2024 EX-4.1

Form of August 2024 Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 13, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

August 13, 2024 8-K

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 8, 2024

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 8, 2024 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

August 13, 2024 EX-10.1

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT Date: August 8, 2024 NexGel, Inc. 2150 Cabot Blvd West, Suite B Langhorne, Pennsylvania 19047 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with you as follows: 1. This Subscription Agreement, including the Investor Questionnaire attached hereto as Annex A (collectively, this “Agreement”), is made as of the date set forth b

July 29, 2024 8-K

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): July 29, 2024

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): July 29, 2024 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

July 29, 2024 EX-99.1

NexGel, Inc. Investor Presentation, dated July 2024.

Exhibit 99.1

July 8, 2024 EX-99.1

NEXGEL Announces Preliminary Record Second Quarter 2024 Revenue of $1.4 Million and Issues Revenue Guidance for Third and Fourth Quarter of 2024 of $2.2 Million and $2.6 Million, Respectively

Exhibit 99.1 NEXGEL Announces Preliminary Record Second Quarter 2024 Revenue of $1.4 Million and Issues Revenue Guidance for Third and Fourth Quarter of 2024 of $2.2 Million and $2.6 Million, Respectively LANGHORNE, Pa., July 8, 2024 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-conten

July 8, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): July 8, 2024 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)

June 17, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): June 17, 2024 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)

June 13, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) (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, 2023 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-

June 13, 2024 CORRESP

QUICK LAW GROUP PC 1035 PEARL STREET SUITE 403 BOULDER, CO 80302 Phone: 720.259.3393 Facsimile: 303.845.7315

QUICK LAW GROUP PC 1035 PEARL STREET SUITE 403 BOULDER, CO 80302 Phone: 720.259.3393 Facsimile: 303.845.7315 June 13, 2024 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Tracey Houser, Esq. Terence O’Brien, Esq. Re: NEXGEL, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 F

May 20, 2024 EX-99.1

NEXGEL Acquires International Beauty Brand, Silly George Acquisition further expands NEXGEL Health, Wellness, and Beauty consumer product portfolio Silly George is on a revenue run rate of approximately $2 million

Exhibit 99.1 NEXGEL Acquires International Beauty Brand, Silly George Acquisition further expands NEXGEL Health, Wellness, and Beauty consumer product portfolio Silly George is on a revenue run rate of approximately $2 million LANGHORNE, Pa. – May 16, 2024 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of ultra-gentle, high-water-content hydrogel products for healt

May 20, 2024 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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 15, 2024 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)

May 20, 2024 EX-10.1

Asset Purchase Agreement dated May 15, 2024 between NexGel, Inc. and Semmens Online Pty Ltd as Trustee for Semmens Business Trust (schedules and exhibits identified in the Purchase Agreement have been omitted pursuant to Item 601b.2 of Regulation S-K).

Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) entered into on as of May 15, 2024, by and between NexGel, Inc., a Delaware corporation (the “Buyer”), and Semmens Online Pty Ltd as Trustee for Semmens Business Trust, an Australian proprietary limited (the “Seller”). The Buyer and the Seller are referred to collectively herein as the “Parties” and individually

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 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, I

May 13, 2024 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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, 2024 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)

May 13, 2024 EX-99.1

NEXGEL Reports First Quarter 2024 Revenue of $1.27 Million, an Increase of 104% Year-Over-Year

Exhibit 99.1 NEXGEL Reports First Quarter 2024 Revenue of $1.27 Million, an Increase of 104% Year-Over-Year LANGHORNE, Pa. – May 13, 2024 – 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 financial results for the first quarter ended March 31, 2024. Adam

May 3, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 10, 2024 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary State of Organization CG Converting and Packaging, LLC (50% owned) Texas NexGelRx, Inc. (wholly owned) Delaware Sport Defense LLC (wholly owned) Delaware

April 10, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 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, 2023 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. (

April 10, 2024 EX-97.1

NexGel, Inc. Policy for the Recovery of Erroneously Awarded Compensation, effective December 1, 2023.

Exhibit 97 NEXGEL, INC. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), NEXGEL, INC. (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of e

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-CEN ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended:

April 1, 2024 EX-99.1

NEXGEL Reports Full Year 2023 Revenue of $4.1 Million, an Increase of 99.7% Year-Over-Year

Exhibit 99.1 NEXGEL Reports Full Year 2023 Revenue of $4.1 Million, an Increase of 99.7% Year-Over-Year LANGHORNE, Pa. – April 1, 2024 – 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 financial results for the fourth quarter and full year ended December

April 1, 2024 8-K

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): April 1, 2024

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): April 1, 2024 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)

February 21, 2024 EX-4.1

Form of February 2024 Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 21, 2024 EX-10.1

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT February 15, 2024 NexGel, Inc. 2150 Cabot Blvd West, Suite B Langhorne, Pennsylvania 19047 Ladies and Gentlemen: The undersigned (the “Investor”) hereby confirms its agreement with you as follows: 1. This Subscription Agreement, including the Investor Questionnaire attached hereto as Annex A (collectively, this “Agreement”), is made as of the date set forth belo

February 21, 2024 424B5

NEXGEL, INC. 231,040 Units Consisting 462,090 Shares of Common Stock Warrants to Purchase 231,040 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264282 Prospectus Supplement (to Prospectus dated May 26, 2023) NEXGEL, INC. 231,040 Units Consisting 462,090 Shares of Common Stock Warrants to Purchase 231,040 Shares of Common Stock We are offering 231,040 units of NexGel, Inc., with each unit consisting of two shares of our common stock, par value $0.001 per share, and one warrant to purcha

February 21, 2024 EX-99.1

NEXGEL Announces $975,000 Registered Direct Offering Led by Insiders

Exhibit 99.1 NEXGEL Announces $975,000 Registered Direct Offering Led by Insiders LANGHORNE, Pa. – February 21, 2024 - NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced it has entered into definitive agreements for t

February 21, 2024 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): February 15, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction of incorporation) (Commission File Num

January 31, 2024 8-K

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 31, 2024

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 31, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction of incorporation) (Commission File Numb

January 31, 2024 EX-99.1

NexGel, Inc. Investor Presentation, dated January 2024.

Exhibit 99.1

January 16, 2024 8-K

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 9, 2024

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 9, 2024 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporati

January 16, 2024 EX-17.1

Resignation letter of Miranda J. Toledano dated January 9, 2024

Exhibit 17.1 January 9, 2024 NexGel, Inc. 2150 Cabot Boulevard West Suite B Langhorne, Pennsylvania 19067 RE: Resignation from NexGel, Inc. Dear Board of Directors: Effective as of March 31, 2024, I hereby resign as a member of the Board of Directors (the “Board”) of NexGel, Inc. (the “Company”), including as a member of any and all committees of the Board of Director on which I serve. My resignat

December 29, 2023 EX-10.1

2024 Executive Employment Agreement, dated December 26, 2023 by and between NexGel, Inc. and Adam Levy.

Exhibit 10.1 2024 EXECUTIVE EMPLOYMENT AGREEMENT This 2024 Executive Employment Agreement (this “Agreement”), effective as of December 26, 2023, is by and between NEXGEL INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (the “Executive”). The Company and the Executive shall sometimes be referred to herein individually as a “Party” and collectively as the “Parties”. BACKGRO

December 29, 2023 8-K

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): December 26, 2023

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): December 26, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorpora

December 12, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 7, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporat

December 12, 2023 EX-17.1

Resignation letter of David Stefansky dated December 7, 2023

Exhibit 17.1 December 7, 2023 NexGel, Inc. 2150 Cabot Boulevard West Suite B Langhorne, Pennsylvania 19067 RE: Resignation from NexGel, Inc. Dear Board of Directors: Effective as of December 31, 2023, I hereby resign as a member of the Board of Directors (the “Board”) of NexGel, Inc. (the “Company”), including as a member of any and all committees of the Board of Director on which I serve. I am le

December 11, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 11, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorpora

December 11, 2023 EX-99.1

NEXGEL Announces Partnership with STADA to Distribute and Commercialize Consumer Health OTC Products in North America

Exhibit 99.1 NEXGEL Announces Partnership with STADA to Distribute and Commercialize Consumer Health OTC Products in North America LANGHORNE, Pa. – December 11, 2023 - NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announce

December 5, 2023 EX-99.1

NEXGEL Acquires Kenkoderm Psoriasis Skincare Line Acquisition expands NEXGEL’s health and wellness consumer product portfolio Synergies support optimization of marketing and supply chain operations to drive revenue growth and margins Kenkoderm for th

Exhibit 99.1 NEXGEL Acquires Kenkoderm Psoriasis Skincare Line Acquisition expands NEXGEL’s health and wellness consumer product portfolio Synergies support optimization of marketing and supply chain operations to drive revenue growth and margins Kenkoderm for the trailing twelve months is profitable and expected to be immediately accretive to NEXGEL LANGHORNE, Pa. – December 5, 2023 – NEXGEL, Inc

December 5, 2023 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

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): November 30, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction of incorporation) (Commission File Num

December 5, 2023 EX-10.1

Asset Purchase Agreement dated May 15, 2024 between NexGel, Inc. and Semmens Online Pty Ltd as Trustee for Semmens Business Trust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 20, 2024).

EX-10.1 2 ex10-1.htm Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) entered into on as of November 30, 2023, by and between NexGel, Inc., a Delaware corporation (the “Buyer”), and Olympus Trading Company, LLC, a Virginia limited liability company (the “Seller”). The Buyer and the Seller are referred to collectively herein as the “Parties” and individually as

November 13, 2023 EX-99.1

NEXGEL Reports Record Third Quarter 2023 Revenue of $1.2 Million, an Increase of 115% Year-Over-Year Gross profit margin improved sequentially to 28.2% in Q3 as compared to 15.0% in Q2

Exhibit 99.1 NEXGEL Reports Record Third Quarter 2023 Revenue of $1.2 Million, an Increase of 115% Year-Over-Year Gross profit margin improved sequentially to 28.2% in Q3 as compared to 15.0% in Q2 LANGHORNE, Pa. – November 13, 2023 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare and consumer appli

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 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 NexGe

November 13, 2023 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 13, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorpora

October 30, 2023 EX-99.1

NEXGEL Secures Supply Agreement with AbbVie

Exhibit 99.1 NEXGEL Secures Supply Agreement with AbbVie LANGHORNE, Pa. – October 30, 2023 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 that its subsidiary, CG Converting and Packaging, has executed a supply agreement with AbbVie Inc. (NYSE: ABBV), a glob

October 30, 2023 8-K

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): October 30, 2023

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): October 30, 2023 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

August 14, 2023 EX-99.1

NEXGEL Reports Second Quarter 2023 Record Revenue of $1.17 Million, an Increase of 108% Year-Over-Year

Exhibit 99.1 NEXGEL Reports Second Quarter 2023 Record Revenue of $1.17 Million, an Increase of 108% Year-Over-Year LANGHORNE, Pa. – August 14, 2023 – 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 financial results for the second quarter ended June 30, 202

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 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, In

August 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Regulation FD Disclosure

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 14, 2023 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 o

August 14, 2023 EX-99.2

NexGel, Inc. Investor Presentation, dated August 2023.

Exhibit 99.2

June 9, 2023 8-K

Submission of Matters to a Vote of Security Holders

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): June 6, 2023 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)

June 7, 2023 CORRESP

NexGel, Inc. 2150 Cabot Blvd West, Suite B Langhorne, PA 19047

NexGel, Inc. 2150 Cabot Blvd West, Suite B Langhorne, PA 19047 June 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Tim Buchmiller, Esq. RE: NexGel, Inc. Registration Statement on Form S-3 Originally Filed April 13, 2022, as amended Request for Acceleration File No. 333-264282 Ladies and Gentleme

June 7, 2023 CORRESP

June 7, 2023

June 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

June 6, 2023 EX-99.1

NexGel, Inc. Investor Presentation, dated June, 2023.

Exhibit 99.1

June 6, 2023 8-K

Financial Statements and Exhibits

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): June 6, 2023 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)

May 26, 2023 S-3/A

As filed with the Securities and Exchange Commission on May 26, 2023

As filed with the Securities and Exchange Commission on May 26, 2023 Registration No.

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 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, I

May 15, 2023 8-K

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 15, 2023

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 15, 2023 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)

May 15, 2023 EX-99.1

NEXGEL Reports First Quarter 2023 Financial Results 2023 first quarter revenue increased 56.6% year-over-year to $620 thousand Approximately $5.8 million in cash and securities at March 31, 2023 Provides second quarter 2023 revenue guidance of $1.0 m

Exhibit 99.1 NEXGEL Reports First Quarter 2023 Financial Results 2023 first quarter revenue increased 56.6% year-over-year to $620 thousand Approximately $5.8 million in cash and securities at March 31, 2023 Provides second quarter 2023 revenue guidance of $1.0 million, an increase of 78.2% year-over-year LANGHORNE, Pa. – May 15, 2023 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 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, 2022 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. (

March 28, 2023 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary State of Organization NexGelRx, Inc. (wholly owned) Delaware Sport Defense LLC (wholly owned) Delaware

March 27, 2023 8-K

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): March 27, 2023

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): March 27, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporatio

March 27, 2023 EX-99.1

NEXGEL Reports Fourth Quarter and Full Year 2022 Financial Results 2022 revenue increased 32% YoY to $2.05 million, while gross profit margin improved As of December 31, 2022, had over $6.6 million in cash and securities which is sufficient to operat

Exhibit 99.1 NEXGEL Reports Fourth Quarter and Full Year 2022 Financial Results 2022 revenue increased 32% YoY to $2.05 million, while gross profit margin improved As of December 31, 2022, had over $6.6 million in cash and securities which is sufficient to operate through 2025 LANGHORNE, Pa. – March 27, 2023 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of ultra-g

March 23, 2023 8-K

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): March 21, 2023

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): March 21, 2023 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

March 2, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 2, 2023 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

March 2, 2023 EX-99.1

NEXGEL Acquires 50% Interest in Newly Formed Joint Venture with C.G. Laboratories for Converting and Packaging Business Strategic investment in CG Labs’ revenue generating and already profitable business increases NEXGEL’s capacity, improves margins

Exhibit 99.1 NEXGEL Acquires 50% Interest in Newly Formed Joint Venture with C.G. Laboratories for Converting and Packaging Business Strategic investment in CG Labs’ revenue generating and already profitable business increases NEXGEL’s capacity, improves margins and streamlines supply chain LANGHORNE, Pa. – March 2, 2023 – NEXGEL, Inc. (NASDAQ: NXGL, NXGLW), (“NEXGEL” or the “Company”), a leading

January 17, 2023 EX-99.1

NEXGEL Appoints Scott Henry, CFA to Board of Directors and Audit Committee

Exhibit 99.1 NEXGEL Appoints Scott Henry, CFA to Board of Directors and Audit Committee LANGHORNE, Pa. – January 17, 2023 – NEXGEL, Inc. (NASDAQ: NXGL, NXGLW), (“NEXGEL” or the “Company”), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, announced today the appointment of Scott Henry, CFA as a new independent director to the Company

January 17, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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 16, 2023 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporat

January 17, 2023 EX-17.1

Resignation letter of Yaakov Spinrad dated January 16, 2023

Exhibit 17.1 January 16, 2023 NexGel, Inc. 2150 Cabot Boulevard West Suite B Langhorne, Pennsylvania 19067 RE: Resignation from NexGel, Inc. Dear Board of Directors: Effective as of the date of this letter, I hereby resign as a member of the Board of Directors of NexGel, Inc. (the “Company”), including as a member of any and all committees of the Board of Director on which I serve. My resignation

January 6, 2023 EX-10.1

2023 Executive Employment Agreement, dated December 30, 2022 by and between NexGel, Inc. and Adam Levy.

Exhibit 10.1 2023 EXECUTIVE EMPLOYMENT AGREEMENT This 2023 Executive Employment Agreement (this ?Agreement?), effective as of December 30, 2022, is by and between NEXGEL INC., a Delaware corporation (the ?Company?), and Adam Levy, an individual (the ?Executive?). The Company and the Executive shall sometimes be referred to herein individually as a ?Party? and collectively as the ?Parties?. BACKGRO

January 6, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): December 30, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorpora

December 7, 2022 EX-99.1

NEXGEL Announces Share Repurchase Program

Exhibit 99.1 NEXGEL Announces Share Repurchase Program LANGHORNE, Pa. – December 7, 2022 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL, NXGLW), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, announced today that its Board of Directors has approved a share repurchase program, effective immediately, with authorization to

December 7, 2022 8-K

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): December 7, 2022

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): December 7, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporat

November 8, 2022 8-K

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): November 8, 2022

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): November 8, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-41173 26-4042544 (State or other jurisdiction (Commission (IRS Employer of incorporat

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 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 NexGe

November 8, 2022 EX-99.1

NEXGEL Reports Third Quarter 2022 Financial Results Revenue increased 69.6% YoY while gross profit margin improved both sequentially and YoY to 26%

Exhibit 99.1 NEXGEL Reports Third Quarter 2022 Financial Results Revenue increased 69.6% YoY while gross profit margin improved both sequentially and YoY to 26% LANGHORNE, Pa. – November 8, 2022 – 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 financial

September 9, 2022 8-K

Termination of a Material Definitive Agreement

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): September 2, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-41173 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

September 6, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 30, 2022 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 o

August 10, 2022 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 10, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 001-41173 26-4042544 (State or other jurisdiction of incorporation) (Commission File Numbe

August 10, 2022 EX-99.1

NEXGEL Reports Second Quarter 2022 Financial Results Second quarter 2022 revenue increased 35% YoY and 42% sequentially to $561 Thousand Company sees growth in its branded consumer products and launches MEDAGEL Pro Pads

Exhibit 99.1 NEXGEL Reports Second Quarter 2022 Financial Results Second quarter 2022 revenue increased 35% YoY and 42% sequentially to $561 Thousand Company sees growth in its branded consumer products and launches MEDAGEL Pro Pads LANGHORNE, Pa. ? August 10, 2022 ? NEXGEL, Inc. (?NEXGEL? or the ?Company?) (NASDAQ: ?NXGL?), a leading provider of ultra-gentle, high-water-content hydrogel products

August 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 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: 001-36278 NexGel, In

July 18, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

July 18, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

July 8, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.

May 12, 2022 EX-99.1

NEXGEL Reports First Quarter 2022 Financial Results First quarter 2022 revenue increased 48% YoY to $396 Thousand Company launched two new consumer OTC products using its HYDROGEL Technology: The MEDAGEL ClearComfort Hydrogel Patch and The MEDAGEL Bu

Exhibit 99.1 NEXGEL Reports First Quarter 2022 Financial Results First quarter 2022 revenue increased 48% YoY to $396 Thousand Company launched two new consumer OTC products using its HYDROGEL Technology: The MEDAGEL ClearComfort Hydrogel Patch and The MEDAGEL Bug Bite Relief Patch LANGHORNE, Pa. ? May 12, 2022 ? NEXGEL, Inc. (?NEXGEL? or the ?Company?) (NASDAQ: ?NXGL?), a leading provider of ultr

May 12, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 12, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-41173 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer of i

May 2, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 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-

April 13, 2022 EX-4.5

Form of indenture for subordinated debt securities

Exhibit 4.5 NEXGEL, INC. ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 Section 1.1 Definitions of Terms 3 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation and Terms of Securities 5 Section 2.2 Form of Securities and Trustee?s Certificate 7 Section 2.3

April 13, 2022 EX-10.1

Equity Distribution Agreement dated April 13, 2022 by and between NexGel, Inc., and Maxim Group LLC

Exhibit 10.1 NexGel, Inc. Up to $2,700,000 Shares of Common Stock Equity Distribution Agreement April 13, 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: NexGel, Inc., a Delaware corporation (the "Company"), proposes to issue and sell through Maxim Group LLC (the "Agent"), as exclusive sales agent, shares of common stock, par value $0.001 per share (

April 13, 2022 S-3

As filed with the Securities and Exchange Commission on April 13, 2022

As filed with the Securities and Exchange Commission on April 13, 2022 Registration No.

April 13, 2022 EX-4.4

Form of indenture for senior debt securities

Exhibit 4.4 - NEXGEL, INC. ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS ARTICLE I DEFINITIONS 3 Section 1.1 Definitions of Terms 3 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.1 Designation and Terms of Securities 5 Section 2.2 Form of Securities and Trustee?s Certificate 6 Section 2.3 Deno

April 13, 2022 EX-FILING FEES

Calculation of Filing Fee Tables

EX-FILING FEES 7 tm2212046d1ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Registration Statement on Form S-3 (Form Type) NEXGEL, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price P

March 21, 2022 EX-21.1

Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K for the period ended December 31, 2021 filed with the SEC on March 31, 2021).

Exhibit 21.1 ? Subsidiaries of the Registrant ? Name of Subsidiary ? State of Organization NexGelRx, Inc. (wholly owned) ? Delaware Sport Defense LLC (wholly owned) ? Delaware ?

March 21, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 21, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-41173 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer of

March 21, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 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, 2021 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: 001-36

March 21, 2022 EX-99.1

NEXGEL Reports Fourth Quarter and Full Year 2021 Financial Results Full year 2021 revenue increased 130% YoY to $1.55 million As of December 31, 2021, the Company had $13.35 million in cash

Exhibit 99.1 NEXGEL Reports Fourth Quarter and Full Year 2021 Financial Results Full year 2021 revenue increased 130% YoY to $1.55 million As of December 31, 2021, the Company had $13.35 million in cash LANGHORNE, Pa. ? March 21, 2022 ? NEXGEL, Inc. (?NEXGEL? or the ?Company?) (NASDAQ: ?NXGL?), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare and consumer app

March 17, 2022 8-K

Termination of a Material Definitive Agreement

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): March 15, 2022 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-41173 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer of

January 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 12, 2022 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

January 12, 2022 EX-99.1

NEXGEL Announces the Launch of MEDAGEL ClearComfort Hydrogel Patch - ClearComfort Patches Prevent and Treat Blisters Using Advanced Hydrogel Technology -

EX-99.1 2 tm222659d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEXGEL Announces the Launch of MEDAGEL ClearComfort Hydrogel Patch - ClearComfort Patches Prevent and Treat Blisters Using Advanced Hydrogel Technology - LANGHORNE, Pa. – January 12, 2022 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL, NXGLW), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare a

January 10, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 10, 2022 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

January 10, 2022 EX-99.1

NEXGEL Provides 2021 Year in Review Significant progress developing and identifying innovative hydrogel applications across consumer and medical uses culminating in December 2021 IPO As of December 31, 2021, NEXGEL had approximately $13.3 Million cas

Exhibit 99.1 NEXGEL Provides 2021 Year in Review Significant progress developing and identifying innovative hydrogel applications across consumer and medical uses culminating in December 2021 IPO As of December 31, 2021, NEXGEL had approximately $13.3 Million cash to advance its programs as part of its growth strategy LANGHORNE, PA. ? January 10, 2022 ? NEXGEL, Inc. (?NEXGEL? or the ?Company?) (NA

December 27, 2021 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): December 21, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

December 27, 2021 424B4

2,585,000 Units Consisting of 2,585,000 Shares of Common Stock and Warrants to Purchase 2,585,000 Shares of Common Stock NexGel, Inc.

424B4 1 tm2128342d15424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-260897 and 333-261821 2,585,000 Units Consisting of 2,585,000 Shares of Common Stock and Warrants to Purchase 2,585,000 Shares of Common Stock NexGel, Inc. We are offering 2,585,000 units of NexGel, Inc., with each unit consisting of one share of our common stock, par value $0.001 per share, and one warrant

December 27, 2021 EX-99.2

NexGel, Inc. Announces Closing of $14.2 Million Initial Public Offering

EX-99.2 6 tm2136341d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 NexGel, Inc. Announces Closing of $14.2 Million Initial Public Offering LANGHORNE, PA, December 27, 2021 — NexGel, Inc. (“NexGel” or the “Company”) (Nasdaq: NXGL, NXGLW), a manufacturer of high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery a

December 27, 2021 EX-1.1

Underwriting Agreement dated December 21, 2021 by and between NexGel, Inc. and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to Form 8-K, filed with the SEC on December 27, 2021).

EX-1.1 2 tm2136341d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 2,585,000 SHARES of Common Stock AND 2,585,000 WARRANTS TO PURCHASE 2,585,000 SHARES of Common Stock OF NEXGEL, INC. UNDERWRITING AGREEMENT December 21, 2021 Maxim Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: The undersigned,

December 27, 2021 EX-99.1

NexGel, Inc. Announces Listing on Nasdaq and Pricing of $14.2 Million Initial Public Offering

Exhibit 99.1 NexGel, Inc. Announces Listing on Nasdaq and Pricing of $14.2 Million Initial Public Offering LANGHORNE, PA, December 21, 2021 ? NexGel, Inc. (?NexGel? or the ?Company?) (Nasdaq:NXGL, NXGLW), a manufacturer of high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics, today anno

December 27, 2021 EX-4.1

Underwriter Warrant dated December 27, 2021 issued to Maxim Group LLC (incorporated by reference to Exhibit 4.1 to Form 8-K, filed with the SEC on December 27, 2021).

Exhibit 4.1 REPRESENTATIVE?S PURCHASE WARRANT NEXGEL, INC. Warrant Shares: 155,100 Initial Exercise Date: June 21, 2022 This REPRESENTATIVE?S PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, Maxim Partners LLC or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

December 27, 2021 EX-10.1

Warrant Agency Agreement (including form of Common Warrant) dated December 27, 2021 by and between NexGel, Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to Form 8-K, filed with the SEC on December 27, 2021).

Exhibit 10.1 NEXGEL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of December 27, 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of December 27, 2021 (?Agreement?), between NexGel, Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and Continental Stock Transfer & Trust Company, a New Y

December 21, 2021 S-1MEF

As filed with the Securities and Exchange Commission on December 21, 2021

S-1MEF 1 tm2128342d14s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on December 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 26-4042544 (State or other jurisdiction of inco

December 17, 2021 CORRESP

December 17, 2021

December 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: NexGel, Inc. Registration Statement on Form S-1, as amended Filed November 9, 2021 File No. 333-260897 Ladies and Gentlemen: As the underwriter of the proposed offering of NexGel, Inc. (the “Company”), we hereby join the Company’s request for acceleratio

December 17, 2021 CORRESP

December 17, 2021

CORRESP 1 filename1.htm December 17, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor RE: NexGel, Inc. Registration Statement on Form S-1 Originally Filed November 9, 2021, as amended Request for Acceleration File No. 333-260897 Ladies and Gentlemen: Pursuant to Rule 461 of the Rules an

December 16, 2021 CORRESP

December 16, 2021

December 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

December 15, 2021 8-A12B

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-A For registration of certain classes of securities pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 NexGel, Inc. (Exact name of registrant as speci

8-A12B 1 tm2128342d98a12b.htm 8-A12B United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-A For registration of certain classes of securities pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 26-4042544 (State or other jurisdiction of incorporation or organization) (I.R.S. E

December 14, 2021 CORRESP

December 14, 2021

CORRESP 1 filename1.htm December 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: NexGel, Inc. Registration Statement on Form S-1, as amended Filed November 9, 2021 File No. 333-260897 Ladies and Gentlemen: As the underwriter of the proposed offering of NexGel, Inc. (the “Company”), we hereby join the Company’s

December 14, 2021 CORRESP

December 14, 2021

CORRESP 1 filename1.htm December 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor RE: NexGel, Inc. Registration Statement on Form S-1 Originally Filed November 9, 2021, as amended Request for Acceleration File No. 333-260897 Ladies and Gentlemen: Pursuant to Rule 461 of the Rules an

December 10, 2021 EX-4.6

Form of Warrant Agent Agreement (including form of Common Warrant).

Exhibit 4.6 NEXGEL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of , 2021 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2021 (?Agreement?), between NexGel, Inc., a corporation organized under the laws of the State of Delaware (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose tru

December 10, 2021 S-1/A

The description of our common stock contained in the Registration Statement on Amendment No. 3 to Form S-1 filed pursuant to Section 12 of the Exchange Act on December 10, 2021, including any amendment or report filed with the SEC for the purpose of updating this description.

S-1/A 1 tm2128342d6s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. 333-260897 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 26-4042544 (State or o

December 10, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 SHARES of Common Stock AND WARRANTS TO PURCHASE SHARES of Common Stock OF NEXGEL, INC. UNDERWRITING AGREEMENT , 2021 Maxim Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: The undersigned, NexGel, Inc., a company incorporated under the laws of Delaware (collectively with

December 10, 2021 EX-4.7

Form of Underwriter’s Warrant.

EX-4.7 4 tm2128342d6ex4-7.htm EXHIBIT 4.7 Exhibit 4.7 REPRESENTATIVE’S PURCHASE WARRANT NEXGEL, INC. Warrant Shares: 1 Initial Exercise Date: , 20222 This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

December 10, 2021 EX-10.23

Third Amendment to the Senior Secured Promissory Note, Warrants, and Securities Purchase Agreement (March 11, 2021) dated December 10, 2021 by and between NexGel. Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.23 to Form S-1, filed with the SEC on December 10, 2021).

Exhibit 10.23 THIRD AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTE, WARRANTS, AND SECURITIES PURCHASE AGREEMENT DATED MARCH 11, 2021 THIS THIRD AMENDMENT to the Note (as defined below), Warrants (as defined below), and SPA (as defined below) (the ?Amendment?) is entered into on December 10, 2021 (the ?Effective Date?), by and between Nexgel, Inc., a Delaware corporation (the ?Company?), and Auctu

December 6, 2021 S-1/A

As filed with the Securities and Exchange Commission on December 6, 2021

S-1/A 1 tm2128342d5s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on December 6, 2021 Registration No. 333-260897 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 26-4042544 (State or ot

December 3, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 29, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

December 2, 2021 EX-3.6

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc. (incorporated by reference to Exhibit 3.6 to Form S-1, filed with the SEC on December 2, 2021)

Exhibit 3.6 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NEXGEL, INC. NEXGEL, Inc. (the ?Corporation?), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that: 1. The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute a

December 2, 2021 S-1/A

As filed with the Securities and Exchange Commission on December 2, 2021

S-1/A 1 tm2128342d4s-1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on December 2, 2021 Registration No. 333-260897 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 26-4042544 (State or o

November 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2021 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 numbe

November 10, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 4, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

November 9, 2021 EX-10.22

Executive Employment Agreement, dated November 4, 2021 by and between NexGel. Inc. and Adam Levy (incorporated by reference to Exhibit 10.22 to Form S-1, filed with the SEC on November 9, 2021).

Exhibit 10.22 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?), entered into and effective as of November 4, 2021, is by and between NEXGEL INC., a Delaware corporation (the ?Company?), and Adam Levy, an individual (the ?Executive?). The Company and the Executive shall sometimes be referred to herein as the ?Parties?. BACKGROUND A. The Executive currently serves

November 9, 2021 S-1

Powers of Attorney (incorporated by reference to page II-8 of the Registration Statement on Form S-1 (Registration No. 333-260897) filed on November 9, 2021)

S-1 1 tm2128342d3s-1.htm FORM S-1 As filed with the Securities and Exchange Commission on November 9, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 26-4042544 (State or other jurisdiction of incorpora

November 3, 2021 8-K

Financial Statements and Exhibits

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): October 28, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

November 3, 2021 EX-10.1

Second Amendment to the Senior Secured Promissory Note, Warrants, and Securities Purchase Agreement (March 11, 2021) dated October 28, 2021 by and between NexGel. Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 3, 2021).

Exhibit 10.1 SECOND AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTE, WARRANTS, AND SECURITIES PURCHASE AGREEMENT DATED MARCH 11, 2021 THIS SECOND AMENDMENT to the Note (as defined below), Warrants (as defined below), and SPA (as defined below) (the “Amendment”) is entered into on October 28, 2021 (the “Effective Date”), by and between Nexgel, Inc., a Delaware corporation (the “Company”), and Auctu

September 24, 2021 DRS

As confidentially submitted to the U.S. Securities and Exchange Commission on September 24, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012

DRS 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on September 24, 2021 pursuant to the Jumpstart Our Business Startups Act of 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 form s-1 registration statement UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its chart

September 24, 2021 DRSLTR

▀ ▀ ▀ QUICK LAW GROUP PC 1035 PEARL STREET SUITE 403 BOULDER, CO 80302 Phone: 720.259.3393 Facsimile: 303.845.7315

DRSLTR 1 filename1.htm ▀ ▀ ▀ QUICK LAW GROUP PC 1035 PEARL STREET SUITE 403 BOULDER, CO 80302 Phone: 720.259.3393 Facsimile: 303.845.7315 September 24, 2021 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: NEXGEL, Inc. Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of NE

September 15, 2021 EX-99.1

NEXGEL Announces Appointment of Miranda Toledano to Board of Directors Ms. Toledano Brings Over Two Decades of Biopharmaceutical Wall Street Experience to NEXGEL

Exhibit 99.1 NEXGEL Announces Appointment of Miranda Toledano to Board of Directors Ms. Toledano Brings Over Two Decades of Biopharmaceutical Wall Street Experience to NEXGEL LANGHORNE, Pa. ? September 9, 2021 ? NEXGEL, Inc. (?NEXGEL? or the ?Company?), a leading provider of ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, today announced that the Compan

September 15, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): September 9, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

September 8, 2021 EX-10.2

Form of Security Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 8, 2021).

Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of September 2, 2021 (the “Effective Date”), by and between NEXGEL, INC., a Delaware corporation (the “Borrower”), and the persons and/or entities (each individually a “Secured Party” and collectively the “Secured Parties”) named on the Schedule of Buyers attached to the Purchase Agreement (as defined be

September 8, 2021 EX-10.3

Form of Security Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on September 8, 2021).

Exhibit 10.3 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this ?Agreement?), is entered into as of September 2, 2021 (the ?Effective Date?), by and between NEXGEL, INC., a Delaware corporation (the ?Borrower?), the persons and/or entities (each individually a ?Subordinated Secured Party? and collectively the ?Subordinated Secured Parties?) named on the Schedule of Buyers attached to the P

September 8, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 2, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

September 8, 2021 EX-4.2

Form of Common Stock Purchase Warrant, dated September 2, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on September 8, 2021)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

September 8, 2021 EX-4.1

Form of 12% Subordinated Secured Promissory Note, dated September 2, 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2021)

EX-4.1 2 tm2127156d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A)

September 8, 2021 EX-10.1

Form of Securities Purchase Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2021).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 2, 2021, by and between NEXGEL, INC., a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the ?Company?), and the persons and/or entities (each individually a ?Buyer? and collectively the ?Buyers?) named on the Schedule of Buyer

September 8, 2021 EX-10.4

Form of Registration Rights Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on September 8, 2021).

EX-10.4 7 tm2127156d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 2, 2021, by and between NEXGEL, INC., a Delaware corporation (the "Company"), and the persons and/or entities (each individually a “Buyer” and collectively the “Buyers”) named on the Schedule of Buyers attached to the Purchase Agreement (as

September 8, 2021 EX-10.5

Form of Lock-Up Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on September 8, 2021).

Exhibit 10.5 Common Stock Lock-Up Agreement Date: September 2, 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Ladies and Gentlemen: As an inducement to Maxim Group LLC (the ?Underwriter?), to execute an underwriting agreement (the ?Underwriting Agreement?), in its capacity as Underwriter, providing for a public offering (the ?Offering?) of common stock, par value $0.001 per share (th

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.

August 16, 2021 EX-10.1

First Amendment to the Senior Secured Promissory Note, Warrants, and Securities Purchase Agreement (March 11, 2021) dated August 13, 2021 by and between NexGel. Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 16, 2021).

? Exhibit 10.1 ? FIRST AMENDMENT TO THE SENIOR SECURED PROMISSORY NOTE, WARRANTS, AND SECURITIES PURCHASE AGREEMENT DATED MARCH 11, 2021 ? THIS FIRST AMENDMENT to the Note (as defined below), Warrants (as defined below), and SPA (as defined below) (the ?Amendment?) is entered into on August 13, 2021 (the ?Effective Date?), by and between Nexgel, Inc., a Delaware corporation (the ?Company?), and Au

August 5, 2021 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on August 2, 2021)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NEXGEL, INC. NEXGEL, Inc. (the “Corporation”), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that: 1.       The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to exe

August 5, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 tm2124153d18k.htm FORM 8-K 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 2, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commiss

July 22, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tm2122945d18k.htm FORM 8-K 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): July 22, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commissi

July 22, 2021 EX-99.1

NEXGEL Reports Preliminary Second Quarter 2021 Financial Results and Provides Corporate Update

Exhibit 99.1 NEXGEL Reports Preliminary Second Quarter 2021 Financial Results and Provides Corporate Update LANGHORNE, Pa. ? July 22, 2021 ? NEXGEL, Inc. (?NEXGEL? or the ?Company?), a leading provider of ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced its preliminary financial results for the three-month period ended June 30, 2021 and provides

July 12, 2021 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14C 1 tm2120749d2def14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive I

June 30, 2021 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement NEXGEL, INC. (Name

June 3, 2021 EX-99.1

NEXGEL Appoints Adam Drapczuk as Chief Financial Officer Mr. Drapczuk Brings Nearly Two Decades of Healthcare Experience to NEXGEL, Successfully Leading Companies Through the IPO Process to Full-Scale Commercialization

EX-99.1 2 tm2118483d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 NEXGEL Appoints Adam Drapczuk as Chief Financial Officer Mr. Drapczuk Brings Nearly Two Decades of Healthcare Experience to NEXGEL, Successfully Leading Companies Through the IPO Process to Full-Scale Commercialization LANGHORNE, Pa. – June 1, 2021 – NEXGEL, Inc. (“NEXGEL” or the “Company”), a leading provider of ultra-gentle, high-water-co

June 3, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 tm2118483d18k.htm FORM 8-K 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): June 1, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commissio

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

10-Q 1 tm2111760d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

May 13, 2021 424B3

NEXGEL, INC. 15,000,000 Shares of Common Stock Underlying Convertible Note 11,000,000 Shares of Common Stock Underlying Convertible Warrants

424B3 1 tm2112044d3424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-255172 PROSPECTUS NEXGEL, INC. 15,000,000 Shares of Common Stock Underlying Convertible Note 11,000,000 Shares of Common Stock Underlying Convertible Warrants This prospectus relates to the offering and resale by Auctus Fund, LLC (the “Auctus” or the “Selling Stockholder”) of up to 26,000,000 shares of common

May 3, 2021 CORRESP

May 3, 2021

CORRESP 1 filename1.htm May 3, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Attention: Mr. Thomas Kluck, Esq. RE: NEXGEL, Inc. Registration Statement on Form S-1 Filed April 9, 2021 Request for Acceleration File No. 333-255172 Ladies and Gentlemen: Pursuant to Rule 461 of the Rules and Regulations of the Secur

April 9, 2021 S-1

Registration Statement - FORM S-1

S-1 1 tm2112044d1s1.htm FORM S-1 As filed with the Securities and Exchange Commission on April 9, 2021 SEC File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 26-4042544 (State or other jurisdiction of incorporation or

April 9, 2021 EX-21.1

Subsidiaries of Registrant*

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary State of Organization NexGelRx, Inc. (wholly owned) Delaware Sport Defense LLC (wholly owned) Delaware

March 31, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 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: 001-36278 NexGel, Inc. (

March 31, 2021 EX-21.1

Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K for the period ended December 31, 2021 filed with the SEC on March 31, 2021).

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary State of Organization NexGelRx, Inc. (wholly owned) Delaware Sport Defense LLC (wholly owned) Delaware

March 17, 2021 EX-4.3

Second Common Stock Purchase Warrant, dated March 11, 2021, issued to Auctus Fund, LLC (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

EX-4.3 4 tm219961d1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR

March 17, 2021 EX-4.1

12% Senior Secured Promissory Note, dated March 11, 2021, issued to Auctus Fund, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

EX-4.1 2 tm219961d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECU

March 17, 2021 EX-10.1

Securities Purchase Agreement, dated March 11, 2021, between NexGel, Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

EX-10.1 5 tm219961d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2021, by and between NEXGEL, INC., a Delaware corporation, with headquarters located at 2150 Cabot Blvd West, Suite B, Langhorne, PA 19047 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 5

March 17, 2021 EX-10.3

Registration Rights Agreement, dated March 11, 2021, between NexGel, Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

EX-10.3 7 tm219961d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 11, 2021, by and between NEXGEL, INC., a Delaware corporation (the "Company"), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defin

March 17, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 tm219961d18k.htm FORM 8-K 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): March 11, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commissi

March 17, 2021 EX-10.2

Security Agreement, dated March 11, 2021, between NexGel, Inc. and Auctus Fund, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

EX-10.2 6 tm219961d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), is entered into as of March 11, 2021 (the “Effective Date”), by and between NEXGEL, INC., a Delaware corporation (the "Borrower"), and Auctus Fund, LLC, a Delaware limited liability company (the "Secured Party"). All capitalized terms not otherwise defined herein shall the meanin

March 17, 2021 EX-4.2

First Common Stock Purchase Warrant, dated March 11, 2021, issued to Auctus Fund, LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

EX-4.2 3 tm219961d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR

March 12, 2021 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of [] [], 2021, by and among NEXGEL, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers”). The parties hereto agree as fo

March 12, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 tm219618d18k.htm FORM 8-K 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): March 8, 2021 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commissio

November 16, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2020 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: 001-36278 NexGe

August 21, 2020 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of [July/August] [], 2020, by and among NEXGEL, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers”). The parties hereto

August 21, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 tm2029206d18k.htm FORM 8-K 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): July 30, 2020 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commissi

August 14, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2020 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: 001-36278 NexGel, In

May 29, 2020 EX-99.1

NEXGEL, Inc. Announces the Acquisition of the Sport Defense LLC Product Line

Exhibit 99.1 For Immediate Release May 29, 2020 Contact: Kelly Knobeck E-mail: [email protected] NEXGEL, Inc. Announces the Acquisition of the Sport Defense LLC Product Line LANGHORNE, PA - NEXGEL, Inc. (“NEXGEL”) announces the acquisition of Sport Defense LLC’s (“Sport Defense”) line of products. This strategic acquisition allows NEXGEL to vertically integrate and build out its portfolio of br

May 29, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 26, 2020 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer of i

May 29, 2020 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on May 29, 2020)

EX-3.1 2 tm2021383d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NEXGEL, INC. NEXGEL, Inc. (the “Corporation”), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that: 1. The Board of Directors of the Corporation has duly adopted resolutions (i

May 29, 2020 EX-10.1

Membership Interest Purchase Agreement dated May 29, 2020 by and among NexGel, Inc. and the members of Sports Defense LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 29, 2020).

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of May 29, 2020 (the “Effective Date”), by and among individuals set forth on the signature page hereto (each a “Seller” and collectively the “Sellers”) and NEXGEL, inc., a Delaware corporation with a principal address of 2150 Cabot Blvd. West, Suite B, Lan

May 14, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2020 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: 001-36278 NexGel, I

April 3, 2020 EX-21.1

Subsidiaries of Registrant*

Exhibit 21.1 Subsidiaries of the Registrant None.

April 3, 2020 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K/A (Amendment No. 1) (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, 2019 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-

April 3, 2020 EX-99.1

NEXGEL, Inc. Announces the Appointment of Dr. Jerome Zeldis its Board of Directors

Exhibit 99.1 NEXGEL, Inc. Announces the Appointment of Dr. Jerome Zeldis its Board of Directors NEXGEL, Inc. (“NEXGEL” or the “Company”), an innovative Company developing ultra-gentle, high-water content E-beam hydrogels with a focus on the Consumer OTC, Rx, Medical Device and Cosmetic markets, today announced that Dr. Jerome B. Zeldis has joined NEXGEL’s Board of Directors and will also become Ch

April 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): April 1, 2020 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer of

March 30, 2020 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 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, 2019 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: 001-36278 NexGel, Inc. (

March 30, 2020 EX-21.1

Subsidiaries of Registrant*

Exhibit 21.1 Subsidiaries of the Registrant None.

March 27, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 6, 2020 NEXGEL, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number) (IRS Employer

March 27, 2020 EX-10.1

Form of Stock Purchase Agreement between NexGel, Inc. and certain accredited investors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on March 27, 2020).

Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of [], 2020, by and among NEXGEL, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers”). The parties hereto agree as follo

March 16, 2020 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.    )

DEF 14C 1 tm2012591-1def14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.    ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitiv

March 3, 2020 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement NEXGEL, INC. (Name

January 28, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 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: 001-36278 NexGe

November 15, 2019 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K ? Form 10-Q ? Form 10-D o Form N-CEN o Form N-CSR For Period Ended: September 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q For the Transition P

November 14, 2019 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on November 14, 2019)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AQUAMED TECHNOLOGIES, INC. AquaMed Technologies, Inc. (the ?Corporation?), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that: 1. The Board of Directors of the Corporation has duly adopted resolutions (i) authorizi

November 14, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 7, 2019 AQUAMED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdiction (Commission File Number)

November 14, 2019 EX-10.3

Form of Joinder Agreement to Stock Purchase Agreement

Exhibit 10.3 Joinder Agreement to Stock Purchase Agreement Reference is made to that certain Stock Purchase Agreement, dated as of September 10, 2019, as subsequently amended (the ?SPA?), by and among AquaMed Technologies, Inc., a Delaware corporation (the ?Company?), and each of the purchasers identified on the signature pages thereto (the ?Initial Purchasers?), attached hereto as Exhibit A. All

November 14, 2019 EX-10.2

Amendment to the Stock Purchase Agreement, dated as of October 23, 2019, between AquaMed Technologies, Inc. and certain accredited investors (incorporated by reference to Exhibit 10.2 to AquaMed Technologies, Inc.’s Current Report on Form 8-K, filed with the SEC on November 14, 2019)

Exhibit 10.2 AMENDMENT TO STOCK PURCHASE AGREEMENT This AMENDMENT TO STOCK PURCHASE AGREEMENT (this ?Amendment?), dated as of October 23, 2019 (the ?Effective Date?), is entered into by and among AquaMed Technologies, Inc., a Delaware corporation (the ?Company?), and each of the purchasers identified on the signature pages hereto and such purchasers? respective successors and assigns. Capitalized

November 4, 2019 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 tv5316958k.htm FORM 8-K 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): October 31, 2019 AQUAMED TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 000-56066 26-4042544 (State or other jurisdic

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