What changed in this filing

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Item 9A. Controls and Procedures

2022-03-21 compared with 2021-03-31 · 111 added, 738 removed, 42 unchanged (95% of the section changed)

Controls and Procedures

Management’s Responsibility for Financial Statements

Our management is responsible for the integrity

and objectivity of all information presented in this annual report.

The financial statements were prepared in conformity with accounting

principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments.

Management believes the financial statements fairly reflect the form and substance of transactions and that the financial statements fairly

represent the Company's financial position and results of operations.

Management’s Responsibility for Financial Statements

Our management is responsible for the integrity and objectivity of all information presented in this annual report.

The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments.

Management believes the financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company's financial position and results of operations.

Disclosure Controls and Procedures

As of December 31, 2020, we conducted an

evaluation of the effectiveness of our “disclosure controls and procedures”

(“Disclosure Controls”), as defined

by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive

officer and chief financial officer.

As of December 31, 2021, we conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief financial officer.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our Disclosure Controls and Procedures

were effective as of December 31, 2020.

Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our Disclosure Controls and Procedures were effective as of December 31, 2021.

Change in Internal Control over Financial Reporting

In connection with the evaluation required by

paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting

that occurred during the last fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial

Reporting and Attestation Report of the Registered Accounting Firm

This Annual Report on Form 10-K does not include a report of management’s

assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly

public companies or an attestation report of the Company’s registered public accounting firm which is not required for non-accelerated

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting and Attestation Report of the Registered Accounting Firm

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies or an attestation report of the Company’s registered public accounting firm which is not required for non-accelerated filers.

Other Information

Not applicable.

Directors and Executive Officers

The following table sets forth certain information

regarding our executive officers and directors as of December 31, 2020.

Our directors are typically appointed by the other members

of the Board of Directors and serve until their resignation or replacement.

Executive officers are appointed by our Board of Directors

and their term of office is at the discretion of our board.

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Executive Officers

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Chief Executive Officer, President and Chief Financial Officer

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David Stefansky

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Zeldis, M.D., Ph.D.

Executive Officers

Adam Levy, Chief Executive Officer, President and Chief Financial

Levy, 58, have served as our Chief Executive

Officer and President since September 10, 2019 and our Chief Financial Officer since December 31, 2019.

is an investment banker with Cova Capital and has been a capital markets specialist for the past six years.

Prior to that, he was the

president and CEO of Warlock Records Inc.

and its related companies from its inception in 1985.

While at Warlock, he led the successful

turn-around of several financially distressed music companies as part of a roll up strategy.

He has expertise in consumer products, marketing,

television/radio advertising and direct to consumer sales.

Board of Directors

David Stefansky, Director

Stefansky, 49, has served on our Board

of Directors since September 10, 2019.

Stefansky is a principal at

Bezalel Partners, a private company engaged in principal investments and advisory services for early stage companies.

He previously served

in senior roles at investment banks and in executive and corporate director roles for private and publicly traded emerging growth companies

in various sectors.

Nachum Stein, Director

Stein, 72, has served on our Board of

Directors since September 10, 2019.

Stein is managing partner of HSI Partnership, an industrial and real estate investment

family partnership.

Stein previously served as Co-Chairman of the Board of Directors of Coleman Cable Co., a publicly traded

company until its sale in 2014 for more than $700 million.

In 1987, he founded American European Group, a private insurance holding company

(“AEG”).

Stein is Chairman and Chief Executive Officer of AEG.

Stein and his family currently own a majority

Stein is a former Chairman of the Board of Directors of Beth Jacob of Boro Park, the largest Jewish Community School

for girls in the United States, and also a former member of the Board of Directors of Machon Bais Yakov Hilda Birn High School, and a

member of the Board of Trustees of Agudath Israel of America as well as active in various community philanthropies, and committees of

Jewish institutions of higher studies.

Zeldis, M.D., Ph.D .

Zeldis, 71, has served on our Board of

Directors since April 1, 2020.

Since April 2020, Dr.

Zeldis has been serving as the executive chairman ViralClear Pharmaceuticals, Inc.,

a partially owned subsidiary of BioSig Technologies, Inc.

BSGM), a company for which Dr.

Zeldis has also been a member

of the Board of Directors since May 2019.

From 2016 to March 2019, Dr.

Zeldis served as Chief Medical Officer and President

of Clinical Research, Medical Affairs Drug Safety, Quality, and Regulatory at Sorrento Therapeutics, Inc.

From 2014 until 2016, Dr.

served as chief executive officer of Celgene Global Health and chief medical officer of Celgene Corporation.

Since June 2011, Dr.

has been a director of Soligenix, Inc.

and PTC Therapeutics, Inc.

He attended Brown University for an AB, MS, followed by Yale

University for an MPhil, MD, and PhD in Molecular Biophysics and Biochemistry.

Zeldis trained in Internal Medicine at the UCLA

Center for the Health Sciences and in Gastroenterology at the Massachusetts General Hospital and Harvard Medical School.

He was Assistant

Professor of Medicine at the Harvard Medical School, Associate Professor of Medicine at University of California, Davis, Clinical Associate

Professor of Medicine at Cornell Medical School and Professor of Clinical Medicine at the Robert Wood Johnson Medical School in New Brunswick,

Family Relationships

There are no family relationships among any of NexGel’s directors

or executive officers.

Our Board of Directors and Director Independence

Based upon information requested from and provided

Levy concerning his background, employment and affiliations, including family relationships, we have determined that neither

Stefansky nor Mr.

Stein is not “independent”

as that term is defined under the rules of Nasdaq Listing

Rule 5605 or under the rules promulgated the SEC but that Mr.

Zeldis in “independent”

pursuant to such definitions.

We do intend to appoint one or more independent directors in the near future.

Audit Committee

We are appointing an audit committee in early

2021, and until such occurrence, our Board of Directors will perform the principal functions of an audit committee.

In addition, we will

not have an audit committee financial expert on our Board of Directors.

We believe that we do not need an audit committee financial expert

because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an audit committee

outweighs the benefits of having an audit committee financial expert at this time.

Compensation Committee

Our Board of Directors will perform the principal

functions of a compensation committee.

Until a formal compensation committee is established, our Board of Directors will continue to review

all forms of compensation provided to our executive officers, director, consultants and employees.

Nominating/Corporate Governance Committee

Our Board of Directors will perform the principal

functions of a nominating/corporate governance committee.

We have elected not to have a nominating/corporate

governance committee because we do not believe one has been necessary or cost efficient for a company of our size.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a

member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served

as one of our directors.

Codes of Conduct

We are committed to high standards of ethical

conduct and professionalism.

We plan to adopt a Code of Business Conduct that confirms our commitment to ethical behavior in the conduct

of all our activities.

The Code of Business Conduct will apply to all our directors, all our officers (including our CEO, CFO and Principal

Accounting Officer) and employees and it will set forth our policies and expectations on a number of topics including avoiding conflicts

of interest, confidentiality, insider trading, protection of NexGel and customer property and providing a proper and professional work

Director Nomination Process

We intend to adopt corporate governance principles

designed to assure excellence in the execution of the Board of Directors’

These principles will be outlined in Corporate

Governance Guidelines which, in conjunction with our Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, Code

of Business Conduct, Board of Directors committee charters and related policies will form the framework for the effective governance of

Our Corporate Governance Guidelines will be available on our website immediately following their adoption.

Communicating with the Board or Chairman

Stockholders and other interested parties may

communicate with the Board of Directors, individual directors, the non-management directors as a group, or with the Chairman, by writing

in care of the Corporate Secretary, NexGel Technologies, Inc., 2150 Cabot Boulevard West, Suite B, Langhorne, PA 19047.

Corporate Secretary will review all submissions and forward to members of the Board of Directors all appropriate communications that in

the Corporate Secretary’s judgment are not offensive or otherwise objectionable and do not constitute commercial solicitations.

Directors, Executive Officers and Corporate Governance.

The information required by this Item is set forth under the headings “Directors, Executive Officers and Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2022 Proxy Statement to be filed with the U.S.

Securities and Exchange Commission ("SEC") within 120 days after December 31, 2021 in connection with the solicitation of proxies for the Company’s 2022 annual meeting of shareholders and is incorporated herein by reference.

Executive Compensation

The following table summarizes all compensation

received by our named executive officer from the date of the Spin-Off until December 31, 2020:

and principal position

Incentive Plan

Adam Levy (2)

Adam Levy (1)

Joseph Williams

Joseph Williams (3)

Levy was appointed as our Chief Executive Officer and President on September 10, 2019 and

our Chief Financial Officer on December 31, 2019.

Levy does not currently have an employment agreement with the Company.

On February 17,

2020 and subsequent to the date of the above table, the Company granted a restricted stock award of 5,928,571 shares of the Company’s

common stock to Mr.

Levy with the following vesting terms:

(i) 3/12 th of such shares vested as of February 17,

(ii) 1/12 th of such shares vest on each of the eight months following February 17, 2020 and (iii) all

remaining shares vest on September 10, 2020.

(2) On March 8, 2021, the Company granted a restricted stock award of 1,383,333 shares of the Company’s

common stock to the Adam Levy for his service as our Chief Executive Officer and Chief Financial Officer from October 1, 2020 through

September 30, 2021, all of which shares vested immediately.

Williams was the Company’s former Interim Chief Financial Officer until December 31,

2019 when he was replaced by Mr.

NexGel Employee Equity Plan

2019 Long-Term Incentive Plan

On March 8, 2019, our stockholders approved

the 2019 Long-Term Incentive Plan (the “2019 Plan”), which was adopted by our board of directors on March 8, 2019.

2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights,

restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly, in combination,

or in tandem, and which may be paid in cash, shares of our common stock, or a combination of cash and shares of our common stock.

reserved a total of 2,000,000 shares of our common stock for awards under the 2019 Plan.

Effective as of May 26, 2020, the Board

approved an increase of the number of authorized shares of common stock reserved under the 2019 Plan from 2,000,000 shares of common stock

to 17,000,000 shares of common stock all of which may be delivered pursuant to incentive stock options.

The maximum number of shares of

common stock that may be delivered pursuant to incentive stock options under the 2019 Plan is 17,000,000 shares and the maximum number

of shares of common stock with respect to which stock options or stock appreciation rights may be granted to an executive officer during

any calendar year is 115,000 shares of common stock.

The purpose of the 2019 Plan is to provide an

incentive to attract and retain the services of key employees, key contractors, and outside directors whose services are considered valuable,

to encourage a sense of proprietorship and to stimulate active interest of such persons in our development and financial success.

2019 Plan is intended to serve as an “umbrella”

plan for us and our subsidiaries worldwide.

Therefore, if so required, appendices

may be added to the 2019 Plan in order to accommodate local regulations in foreign countries that do not correspond to the scope of the

The 2019 Plan will become effective immediately

prior to the consummation of the Spin-Off.

Unless terminated earlier by the board of directors, the 2019 Plan will expire on the tenth

anniversary of its effective date.

No award may be made under the 2019 Plan after its expiration date, but awards made prior thereto may

extend beyond that date.

Employment Agreements

We do not expect to enter into employment agreements

with our executive officers.

Director Compensation

As of December 31, 2020, Messrs.

Stein and Zeldis are the only members of our board of directors..

Incentive Plan

David Stefansky

Jerome Zeldis

February 17, 2020 and subsequent to the date of the above table, the Company granted certain equity awards to each of Messrs.

and Stein with the following terms:

two annual awards of stock options equal to $40,000 of the Company’s common stock, granted under

the Company 2019 Long-Term Incentive Plan (the “Incentive Plan”), with (i) the first grant being the right to purchase

up to 2,857,141 shares of the Company’s common stock at a per share exercise price of $0.014 with one-half of such option vesting

on March 31, 2020 and the remaining one-half vesting in equal installments on June 30, 2020 and September 30, 2020, respectively,

and with an acceleration of any unvested options upon the departure of applicable Board member from the Board for any reason and (ii) the

second grant being the right to purchase up to a number of shares of the Company’s common stock equal to $40,000 divided by the

Fair Market Value (as defined in the Incentive Plan) of the Company’s common stock as of October 10, 2020 at a per share exercise

price equal to Fair Market Value of the Company’s common stock as of October 10, 2020 which the Board determined to be $0.06

and equates to 666,667 shares underlying each of the second grant, with one-fourth of such option vesting on each of December 31,

2020, March 31, 2021, June 30, 2021 and September 30, 2021, respectively, and with an acceleration of any unvested options

upon the departure of applicable Board member from the Board for any reason.

Equity Compensation

For fiscal 2021, we expect that each non-employee

director will receive an annual equity grant equal to $40 thousand of shares of common stock as of the grant date, which will vest annually

in equal amounts for serving on our board of directors.

These equity awards will be reviewed annually by our Compensation Committee and

are subject to change following such review.

Security Ownership of Certain Beneficial Owners and Management

The following table sets

forth information about beneficial ownership of our common stock as of March 30, 2021, (unless otherwise noted) by (i) each

stockholder that has indicated in public filings that the stockholder beneficially owns more than five percent of the common stock, (ii) each

of the Company’s directors and named officers and (iii) all directors and officers as a group.

Except as otherwise noted, each

person listed below, either alone or together with members of the person’s family sharing the same household, had, to our knowledge,

sole voting and investment power with respect to the shares listed next to the person’s name.

Name and address(1)

Number of shares

5% stockholders

Aquamen Partners LLC (3)

Esther Friedman (4)

Directors and officers

Steven Glassman

David Stefansky (6)

Jerome Zeldis

(All Directors and officers as a group 3 persons)

Except as indicated, the address of the person named in the table is c/o NexGel, Inc., 2150 Cabot Boulevard West, Suite B, Langhorne, PA 19667.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of the common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after March 30, 2021, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of the common stock held by them.

Applicable percentage ownership is based on 102,893,779 shares of the common stock outstanding as of March 30, 2021.

The inclusion in the table above of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Joseph Steven has sole voting and dispositive power over the securities held by Aquamen Partners.

Levy, the Company’s Chief Executive Officer, holds a twenty percent equity interest in Aquamen Partners but does not have voting or dispositive control and disclaims beneficial ownership of these securities.

The address for the Aquamen Partners is 321 W.

29 th Street, Apt C, New York, NY 10001.

Friedman is the spouse of David Stefansky, a member of the Company’s Board.

Friedman disclaims beneficial ownership of all shares held by Mr.

Stefansky and/or his related entities.

Consists of (i) 3,660,714 shares of common stock and (ii) options to purchase 500,000 shares of common stock which are currently exercisable.

Stefansky is the spouse of Esther Friedman, who owns 6,250,000 shares of the Company’s common stock and is listed in the table as a 5% stockholder.

Stefansky disclaims beneficial ownership of all shares held by Ms.

Consists of (i) 6,250,000 shares of common stock held through Bezalel Partners LLC, which is solely owned and managed by Mr.

Stefansky and (ii) options to purchase 3,190,475 shares of common stock that are either exercisable or will become exercisable within 60 days of March 30, 2021.

Consists of (i) 15,692,501 shares of common stock and (ii) options or warrants to purchase 3,346,725 shares of common stock that are either exercisable or will become exercisable within 60 days of March 30, 2021.

Consists of (i) 2,527,276 shares of common stock and (ii) options to purchase 916,667 shares of common stock which are currently exercisable.

Consists of (i) 8,965,594 shares of common stock and (ii) 1,383,333 shares of common stock of a restricted stock award that have vested but have not been issued as of March 30, 2021.

Consists of (i) 37,096,125 shares of common stock and (ii) options or warrants to purchase 9,337,200 shares of common stock that are either exercisable or will become exercisable within 60 days of March 30, 2021.

DESCRIPTION OF OUR CAPITAL STOCK

The following summarizes information concerning

our capital stock, including material provisions of our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws

and certain provisions of Delaware law.

You are encouraged to read our form of Amended and Restated Certificate of Incorporation and our

form of Amended and Restated Bylaws.

Authorized Capital Stock

As of December 31, 2020, our authorized capital

stock consists of 3,000,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of 

“blank check”

preferred stock, par value $0.001 per share.

February 10, 2020, a majority of our stockholder through a written consent approved the following:

an amendment to our Restated Certificate

of Incorporation which will increase the number of authorized shares of Common Stock from 100,000,000 shares of Common Stock to 3,000,000,000

shares of Common Stock and (ii) an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our

Common Stock by a ratio of not less than one-for-thirty and not more than one-for-one hundred, with the exact number to be set at a whole

number within this range to be determined by our board of directors in its sole discretion and to authorize our board of directors to

implement the reverse stock split by filing an amendment to our Amended and Restated Certificate of Incorporation.

2020, the Company filed an amendment to the certificate of incorporation to increase the number of the Company’s authorized shares

of common stock from 100,000,000 shares of common stock to 3,000,000,000 shares of common stock.

The reverse stock split has not been

effected as of date of the filing of this Form 10-K.

For more information on these amendments, please see the Company’s Definitive

Information Statement on Schedule 14C filed with the SEC on March 16, 2020.

Shares Outstanding

As of December 31, 2020, 99,331,579 shares

of our common stock were issued and outstanding and no shares of our preferred stock were issued or outstanding.

Dividend Rights

Subject to preferences that may be applicable

to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from

time to time by our Board of Directors out of legally available funds.

Voting Rights

Except as required by law or matters relating

solely to the terms of preferred stock, each outstanding share of common stock will be entitled to one vote on all matters submitted to

a vote of stockholders.

Holders of shares of our common stock shall have no cumulative voting rights.

Except in respect of matters relating

to the election and removal of directors on our Board of Directors and as otherwise provided in our Amended and Restated Certificate of

Incorporation or required by law, all matters to be voted on by our stockholders must be approved by a majority of the shares present

in person or by proxy at the meeting and entitled to vote on the subject matter.

In the case of election of directors, all matters to

be voted on by our stockholders must be approved by a plurality of the voting power of the shares present in person or by proxy at the

meeting and entitled to vote thereon.

In the event of the liquidation, dissolution or

winding up of our company, holders of our common stock are entitled to share ratably in the net assets legally available for distribution

to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted

to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of our common stock have no preemptive,

conversion, subscription or other rights, and there is no redemption or sinking fund provisions applicable to our common stock.

preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders

of shares of any series of our preferred stock that we may designate in the future.

Preferred Stock

The Board of Directors is authorized, subject

to any limitations prescribed by law, without further vote or action by the shareholders, to issue from time to time shares of preferred

stock in one or more series.

Preferred stock may be convertible into shares of our common stock or other series of preferred stock.

such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special

or relative rights or privileges as shall be determined by the Board of Directors, which may include, among others, dividend rights, voting

rights, liquidation preferences, conversion rights and preemptive rights.

Issuance of preferred stock by our Board of Directors may result

in such shares having dividend or liquidation preferences senior to the rights of the holders of our common stock and could dilute the

voting rights of the holders of our common stock.

Prior to the issuance of shares of each series

of preferred stock, the Board of Directors is required by the Delaware General Corporation Law and our certificate of incorporation to

adopt resolutions and file a certificate of designation with the Secretary of State of the State of Delaware.

The certificate of designation

fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions.

Once designated

by our Board of Directors, each series of preferred stock may have specific financial and other terms.

Delaware Anti-Takeover Law and Provisions of our Amended and Restated

Certificate of Incorporation and Amended and Restated Bylaws

Delaware Anti-Takeover Law

We are subject to Section 203 of the Delaware

General Corporation Law.

Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination”

with an “interested stockholder”

for a period of three years after the date of the transaction in which the person became

an interested stockholder, unless:

prior to the date of the

transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the

stockholder becoming an interested stockholder;

the interested stockholder

owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of

determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares

owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject

to the plan will be tendered in a tender or exchange offer;

on or subsequent to the

date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders,

and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the

interested stockholder.

Section 203 defines a business combination to include:

any merger or consolidation

involving the corporation and the interested stockholder;

any sale, transfer, pledge

or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

subject to exceptions, any

transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

subject to exceptions, any

transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly

or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of

any class or series, of the corporation or of any such subsidiary which is owned by the interested stockholder;

receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided

by or through the corporation.

In general, Section 203 defines an interested

stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation or any entity or

person affiliated with, or controlling, or controlled by, the entity or person.

The term “owner”

is broadly defined to include

any person that, individually, with or through that person’s affiliates or associates, among other things, beneficially owns the

stock, or has the right to acquire the stock, whether or not the right is immediately exercisable, under any agreement or understanding

or upon the exercise of warrants or options or otherwise or has the right to vote the stock under any agreement or understanding, or has

an agreement or understanding with the beneficial owner of the stock for the purpose of acquiring, holding, voting or disposing of the

The restrictions in Section 203 do not apply

to corporations that have elected, in the manner provided in Section 203, not to be subject to Section 203 of the Delaware General

Corporation Law or, with certain exceptions, which do not have a class of voting stock that is listed on a national securities exchange

or authorized for quotation on the Nasdaq Stock Market or held of record by more than 2,000 stockholders.

Our Amended and Restated Certificate

of Incorporation and Bylaws do not opt out of Section 203.

Section 203 could delay or prohibit mergers

or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though

such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Certificate of Incorporation and Bylaws

Provisions of our Amended and Restated Certificate

of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our

management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our

shareholders might otherwise deem to be in their best interests.

Therefore, these provisions could adversely affect the price of our common

Among other things, our Amended and Restated Certificate of Incorporation and Bylaws:

permit our board of directors

to issue up to 5,000,000 shares of preferred stock, without further action by the shareholders, with any rights, preferences and privileges

as they may designate, including the right to approve an acquisition or other change in control;

provide that the authorized

number of directors may be changed only by resolution of a majority of the total number of authorized directors whether or not there exist

any vacancies in the previously authorized directorships (the “Whole Board”);

provide that all vacancies,

including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors

then in office, even if less than a quorum;

do not provide for cumulative

voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors

to elect all of the directors standing for election, if they should so choose);

provide that special meetings

of our shareholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board

or holders of a majority of the outstanding voting power of the shares of capital stock of the Company;

set forth an advance notice

procedure with regard to the nomination, other than by or at the direction of our board of directors, of candidates for election as directors

and with regard to business to be brought before a meeting of shareholders.

Limitation on Liability and Indemnification of Directors and Executive

Our Amended and Restated Certificate of Incorporation

will limit our directors’

liability to the fullest extent permitted under Delaware law.

Delaware law provides that directors of

a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

for any breach of a director’s

duty of loyalty to us and our stockholders;

for any act or omission

not in good faith or that involves intentional misconduct or a knowing violation of law;

under Section 174 of

the Delaware General Corporation Law (unlawful payment of dividends or redemption of shares);

for any breach of a director’s

duty of loyalty to us or our stockholders.

If the Delaware General Corporation Law is amended

to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors

shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Delaware law provides, and our Amended and Restated

Bylaws will provide that we will, in certain situations, indemnify our directors and officers and may indemnify other employees and other

agents, to the fullest extent permitted by law.

Any indemnified person is also entitled, subject to certain limitations, to payment or

reimbursement of reasonable expenses in advance of the final disposition of the proceeding.

We intend to maintain a directors’

and officers’

insurance policy pursuant to which our directors and officers are insured against liability for certain actions taken in their capacities

as directors and officers.

We believe that these provisions in our Amended and Restated Certificate of Incorporation and Bylaws and any

such insurance policy are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising

under the Securities Act, may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification

is against public policy as expressed in the Securities Act and is therefore unenforceable.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock

and preferred stock are available for future issuance without your approval.

We may use additional shares for a variety of purposes, including

future public offerings to raise additional capital, to fund acquisitions and as employee compensation.

The existence of authorized but

unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means

of a proxy contest, tender offer, merger or otherwise.

Choice of Forum

Our Amended and Restated Bylaws provide that the

sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf;

(ii) any action asserting a claim

of breach of fiduciary duty owed by any director or officer or other employee to us or our stockholders;

(iii) any action asserting

a claim against us or any director or officer or other employee arising pursuant to any provision of the Delaware General Corporation

Law, our Amended and Restated Certificate of Incorporation or our Amended and Restated Bylaws (in each case, as may be amended from time

(iv) any action asserting a claim against us or any director or officer or other employee of governed by the internal affairs

or (v) any other internal corporate claim as defined in Section 115 of the Delaware General Corporation Law or any

successor provision, shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware

has jurisdiction, the federal court for the District of Delaware).

Specifically, the sole and exclusive forum for such legal actions shall

be (i) first, the Court of Chancery of the State of Delaware, (ii) second, if the Court of Chancery of the State of Delaware

lacks jurisdiction, the Superior Court of the State of Delaware, or (iii) third, if the Superior Court of the State of Delaware lacks

jurisdiction, the United States District Court for the District of Delaware, in all cases subject to the court’s having personal

jurisdiction over the indispensable parties named therein.

This exclusive forum provision will apply to state and federal law claims,

including claims under the federal securities laws (including actions arising under the Exchange Act or the Securities Act), although

our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations

Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits

brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Accordingly, there

is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under

federal securities laws.

The enforceability of similar choice of forum provisions in other companies’

certificates of incorporation

has been challenged in legal proceedings, and it is possible that a court could rule that these types of provisions to be inapplicable

or unenforceable.

Stock Exchange Listing

No public market for our common stock currently exists.

Transfer Agent and Registrar

The transfer agent and registrar for our common

stock is Continental Stock Transfer & Trust Company.

Direct Registration System

Our common stock is registered in book-entry form

through the direct registration system.

Under this system, ownership of our common stock is reflected in account statements periodically

distributed to stockholders by Continental Stock Transfer & Trust Company, our transfer agent, who holds the book-entry shares

on behalf of our common stockholders.

Shares Eligible for Future Sale

There is currently no public market for our common

Future sales of substantial amounts of our common stock in the public market, or the availability of such shares for sale in the

public market, could adversely affect the market price of our common stock prevailing from time to time and could impair our ability to

raise capital through sales of equity securities.

Sale of Restricted Securities

The shares of our common stock distributed to

Adynxx stockholders will be freely transferable, except for shares received by individuals who are our affiliates.

Individuals who may

be considered our affiliates after the Spin-Off include individuals who control, are controlled by or are under common control with us,

as those terms generally are interpreted for federal securities law purposes.

These individuals may include some or all of our directors

and executive officers.

Individuals who are our affiliates will be permitted to sell their shares of our common stock only pursuant to

an effective registration statement under the Securities Act, or an exemption from the registration requirements of the Securities Act,

such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

In general, under Rule 144 as currently in

effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities”

of a “reporting company”

may not sell these securities until the person has beneficially owned them for at least six months.

Thereafter, affiliates may not sell within any three-month period a number of shares in excess of the greater of:

(i) 1% of the then

outstanding shares of common stock as shown by the most recent report or statement published by the issuer;

and (ii) the average

weekly reported trading volume in such securities during the four preceding calendar weeks.

Sales under Rule 144 by our affiliates will

also be subject to restrictions relating to manner of sale, notice and the availability of current public information about us and may

be affected only through unsolicited brokers’

transactions.

Persons not deemed to be affiliates who have beneficially

owned “restricted securities”

for at least six months but for less than one year may sell these securities, provided that

current public information about the Company is “available,”

which means that, on the date of sale, we have been subject to

the reporting requirements of the Exchange Act for at least 90 days and are current in our Exchange Act filings.

After beneficially owning

“restricted securities”

for one year, our non-affiliates may engage in unlimited re-sales of such securities.

Shares received by our affiliates in the Distribution

or upon exercise of stock options or upon vesting of other equity-linked awards may be “controlled securities”

“restricted securities.”

“Controlled securities”

are subject to the same volume limitations as “restricted

securities”

but are not subject to holding period requirements.

Certain Relationships and Related Transactions, and Director

NexGel Agreements with Adynxx

Following the Distribution, Adynxx will not own

any of our shares and we will operate independently of Adynxx.

In addition, we do not expect to depend on Adynxx to conduct our business

following the Distribution.

In order to govern the ongoing relationships between us and Adynxx after the Spin-Off, we and Adynxx entered

into an Asset Contribution and Separation Agreement and a Tax Matters Agreement and intend to enter into an Assumption Agreement.

agreements provide for various rights following the Spin-Off and require us and Adynxx to indemnify each other against certain liabilities

arising from our respective businesses.

For a summary of the terms of these agreements, see “The Asset Contribution and Separation

Agreement and the Ancillary Agreements”.

Following the Distribution, Mr.

David Johnson will continue serving as a director

Accordingly, transactions with Adynxx may continue to constitute related party transactions under SEC rules and under

our related party transactions policy.

Related Party Transaction Policy

Our Board of Directors intends to adopt a written

policy requiring the approval by the Nominating/Corporate Governance Committee of all transactions in excess

of $120 thousand between NexGel and any related person.

For the purposes of this policy, a related person is any person who was in any

of the following categories at any time during the fiscal year:

(i) a director or executive officer of NexGel;

(ii) any nominee

for director;

(iii) any immediate family member of a director or executive officer, or of any nominee for director (immediate family

members are any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law

or sister-in-law of such director, executive officer or nominee for director, and any person (other than a tenant or employee) sharing

the household of such director, executive officer or nominee for director and any person who was in any of the following categories when

a transaction in which such person had a direct or indirect material interest occurred or existed);

(iv) any beneficial owner of

more than 5% of NexGel’s common stock;

or (v) any immediate family member of any such beneficial owner.

A transaction includes,

but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness)

or any series of similar transactions, arrangements or relationships.

In determining whether to approve an interested transaction, the

Nominating/Corporate Governance Committee will take into account, among other factors it deems appropriate, whether the interested transaction

is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and

the extent of the related party’s interest in the transaction.

No director will participate in any discussion or approval of an

interested transaction for which he or she (or an immediate family member) is a related party, except that the director will provide all

material information concerning the interested transaction to the Nominating/Corporate Governance Committee.

For as long as there are

any members of our Board of Directors associated with or employed by Adynxx, each will recuse himself or herself from decisions by our

Board of Directors regarding matters relating to Adynxx including matters relating to the agreements between us and Adynxx described above.

Independent Registered Public Accounting Firm Fees and

Independent Registered Public Accounting Firm’

The following is a summary of the fees billed to the company for professional

services rendered from the Spin-Off to December 31, 2020.

$51,547 and $123,500 in fees are reflected for the year ended December 31,

2020 and 2019:

Audit-Related Fees

All Other Fees

“Audit Fees”

consisted of fees billed

for professional services rendered by an Independent Registered Public Accounting Firm for the audit of our annual financial statements

and review of the financial statements included in our Form 10-K and 10-Q or services that are normally provided by the accountant

in connection with statutory and regulatory filings or engagements.

In 2019, $94,000 was paid to Marcum LLP and $29,500 was paid to Turner,

Stone & Company, L.L.P.

“Audit-Related Fees”

fees billed for assurance and related services by an Independent Registered Public Accounting Firm that were reasonably related to the

performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees”

“Tax Fees”

consisted of fees billed

for professional services rendered by an Independent Registered Public Accounting Firm accountant for tax returns preparation.

“All Other Fees”

consisted of fees

billed for products and services provided by an Independent Registered Public Accounting Firm accountant, other than the services reported

above under other captions of this Item 14.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, all audit

and non-audit services performed by our auditors must be approved in advance by our board of directors to assure that such services do

not impair the auditors’

independence from us.

In accordance with its policies and procedures, our board of directors pre-approved

the audit service performed by Turner, Stone & Company for our financial statements as of and for the year ended December 31,

The information required by this Item is set forth under the heading “Executive Compensation” and under the subheadings “Board Oversight of Risk Management,” “Compensation of Directors,” “Director Compensation-2021” and “Compensation Committee Interlocks and Insider Participation” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’s 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 and is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence

The information required by this Item is set forth under the heading “Review, Approval or Ratification of Transactions with Related Persons” and under the subheading “Board Committees” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 and is incorporated herein by reference.

Principal Accounting Fees and Services.

Our independent public accounting firm is Turner Stone & Company, LLP, Dallas, Texas, PCAOB Auditor ID 76 .

The information required by this Item is set forth under the subheadings “Fees Paid to Auditors” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm” under the proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2022 Proxy Statement to be filed with the SEC within 120 days after December 31, 2021 and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

5 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

Consolidated Statement of Stockholders’

Equity (Deficit) for the two years ended December 31, 2020 and 2019

Consolidated Statement of Stockholders’ Equity (Deficit) for the two years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

1 unchanged sentence

(2) Financial Statement Schedules

Asset Contribution and Separation Agreement between Alliqua BioMedical, Inc.

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).

Form of Asset Contribution and Separation Agreement between Alliqua BioMedical, Inc.

and AquaMed Technologies, Inc.

(incorporated

by reference to Exhibit 2.3 to Form S-1, filed with the SEC on January 9, 2019).

Form of Tax Matters

Agreement between Alliqua BioMedical, Inc.

(incorporated by reference to Exhibit 2.3 to Form S-1, filed with the SEC on January 9, 2019).

Form of Tax Matters Agreement between Alliqua BioMedical, Inc.

and AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 2.4

to Form S-1, filed with the SEC on January 9, 2019).

Form of Bill of Sale

and Assignment and Assumption Agreement between Alliqua BioMedical, Inc.

(incorporated by reference to Exhibit 2.4 to Form S-1, filed with the SEC on January 9, 2019).

Form of Bill of Sale and Assignment and Assumption Agreement between Alliqua BioMedical, Inc.

and AquaMed Technologies, Inc.

(incorporated

by reference to Exhibit 2.5 to Amendment No.

(incorporated by reference to Exhibit 2.5 to Amendment No.

1 to Form S-1, filed with the SEC on March 11, 2019).

Amendment No.

April 19, 2019, to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.6 to Amendment No.

2, dated April 19, 2019, to Agreement and Plan of Merger (incorporated by reference to Exhibit 2.6 to Amendment No.

3 to Form S-1, filed with the SEC on April 19, 2019)

Certificate of Incorporation

of AquaMed Technologies, Inc.

Certificate of Incorporation of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.1 to Form S-1, filed with the SEC on January 9, 2019).

Certificate of Amendment

to Certificate of Incorporation of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.2 to Form S-1,

filed with the SEC on January 9, 2019).

Amended and Restated Certificate

of Incorporation of AquaMed Technologies, Inc.

Certificate of Amendment to Certificate of Incorporation of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.2 to Form S-1, filed with the SEC on January 9, 2019).

Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.3 to Amendment No.

1 to Form S-1, filed with the SEC on March 11, 2019).

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)

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)

Amended and Restated Bylaws

of AquaMed Technologies, Inc.

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) .

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).

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)

Amended and Restated Bylaws of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.5 to Amendment No.

1 to Form S-1,

filed with the SEC on March 11, 2019).

Assignment and Amended

and Restated Lease, dated as of January 25, 2002, by and between 2150 Cabot LLC, Embryo Development Corporation and Hydrogel

Design Systems, Inc.

1 to Form S-1, filed with the SEC on March 11, 2019).

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).

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).

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).

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)

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)

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).

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).

Assignment and Amended and Restated Lease, dated as of January 25, 2002, by and between 2150 Cabot LLC, Embryo Development Corporation and Hydrogel Design Systems, Inc.

(incorporated by reference to Exhibit 10.1 to Form S-1, filed with the SEC on January 9, 2019).

Amendment to Lease, dated

as of February 23, 2007, by and between 2150 Cabot LLC and Hydrogel Design Systems, Inc.

(incorporated by reference

to Exhibit 10.2 to Form S-1, filed with the SEC on January 9, 2019).

Third Amendment to Lease,

dated as of February 27, 2009, by and between Exeter 2150 Cabot, L.P and Hydrogel Design Systems, Inc.

(incorporated

by reference to Exhibit 10.3 to Form S-1, filed with the SEC on January 9, 2019).

Assignment and Assumption

of Lease Agreement, dated as of February 27, 2009, by and among Exeter 2150 Cabot, L.P, Hydrogel Design Systems, Inc.

Aquamed Technologies, Inc.

Amendment to Lease, dated as of February 23, 2007, by and between 2150 Cabot LLC and Hydrogel Design Systems, Inc.

(incorporated by reference to Exhibit 10.2 to Form S-1, filed with the SEC on January 9, 2019).

Fourth Amendment to Lease,

dated as of July 24, 2013, by and between Exeter 2150 Cabot, L.P and Aquamed Technologies, Inc.

(incorporated by

reference to Exhibit 10.5 to Form S-1, filed with the SEC on January 9, 2019).

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)

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)

Form of 2019 Incentive

Plan (incorporated by reference to Exhibit 10.22 to Amendment No.

Third Amendment to Lease, dated as of February 27, 2009, by and between Exeter 2150 Cabot, L.P and Hydrogel Design Systems, Inc.

(incorporated by reference to Exhibit 10.3 to Form S-1, filed with the SEC on January 9, 2019).

Assignment and Assumption of Lease Agreement, dated as of February 27, 2009, by and among Exeter 2150 Cabot, L.P, Hydrogel Design Systems, Inc.

and Aquamed Technologies, Inc.

(incorporated by reference to Exhibit 10.4 to Form S-1, filed with the SEC on January 9, 2019).

Fourth Amendment to Lease, dated as of July 24, 2013, by and between Exeter 2150 Cabot, L.P and Aquamed Technologies, Inc.

(incorporated by reference to Exhibit 10.5 to Form S-1, filed with the SEC on January 9, 2019).

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) .

Membership Interest Purchase Agreement dated May 29, 2020 by and among NexGel, Inc.

and the members of Sport 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) .

Form of 2019 Incentive Plan (incorporated by reference to Exhibit 10.22 to Amendment No.

3 to Form S-1, filed with the SEC on April 19, 2019).

Form of Incentive

Option Agreement under 2019 Incentive Plan (incorporated by reference to Exhibit 10.23 to Amendment No.

3 to Form S-1,

filed with the SEC on April 19, 2019)

Form of Nonqualified

Stock Option Agreement under 2019 Incentive Plan (incorporated by reference to Exhibit 10.24 to Amendment No.

Form of Incentive Option Agreement under 2019 Incentive Plan (incorporated by reference to Exhibit 10.23 to Amendment No.

3 to Form S-1, filed with the SEC on April 19, 2019).

Form of Restricted

Stock Award Agreement under 2019 Incentive Plan (incorporated by reference to Exhibit 10.25 to Amendment No.

Form S-1, filed with the SEC on April 19, 2019)

Subsidiaries of Registrant*

Rule 13a-14(a) Certification

of Principal Executive Officer*

Rule 13a-14(a) Certification

of Principal Financial Officer*

Section 1350 Certification

of Principal Executive Officer**

Section 1350 Certification

of Principal Financial Officer**

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Form of Nonqualified Stock Option Agreement under 2019 Incentive Plan (incorporated by reference to Exhibit 10.24 to Amendment No.

3 to Form S-1, filed with the SEC on April 19, 2019).

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).

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).

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).

First Amendment to the Senior Secured Promissory Note, Warrants, and Securities Purchase Agreement (March 11, 2021) dated August 13, 2021 by and between NexGel.

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).

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).

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).

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).

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).

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).

Second Amendment to the Senior Secured Promissory Note, Warrants, and Securities Purchase Agreement (March 11, 2021) dated October 28, 2021 by and between NexGel.

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).

Executive Employment Agreement, dated November 4, 2021 by and between NexGel.

and Adam Levy (incorporated by reference to Exhibit 10.22 to Form S-1, filed with the SEC on November 9, 2021).

Third Amendment to the Senior Secured Promissory Note, Warrants, and Securities Purchase Agreement (March 11, 2021) dated December 10, 2021 by and between NexGel.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.23 to Form S-1, filed with the SEC on December 10, 2021).

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).

Rule 13a-14(a) Certification of Principal Executive Officer

Rule 13a-14(a) Certification of Principal Financial Officer

Section 1350 Certification of Principal Executive Officer

Section 1350 Certification of Principal Financial Officer

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* Filed herewith.

** Furnished herewith.

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 21, 2022

1 unchanged sentence

Chief Executive Officer, President and Chief Financial Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated

as of the dates set forth below.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of the dates set forth below.

/s/ Adam Levy

March 21, 2022

Chief Executive Officer,

President and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

Chief Executive Officer, President and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

(Principal Executive Officer)

David Stefansky

/s/ David Stefansky

March 21, 2022

Executive Chairman

David Stefansky

Steven Glassman

/s/ Nachum Stein

March 21, 2022

/s/ Jerome B.

March 21, 2022

/s/ Steven Glassman

March 21, 2022

Steven Glassman

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures