NEXGEL, INC. 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 NexGel, Inc. (Exact name of registrant as specified in its charter) Delaware 26-4042544 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2150 Cabot Blvd West , Suite B Langhorne , PA 19047 (Address of principal executive office) (Zip Code) Registrant’s telephone number, including area code: (215) 702-8550 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 NXGL The Nasdaq Capital Market LLC Warrants to Purchase Common Stock NXGLW The Nasdaq Capital Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 13, 2023, the registrant had 5,717,629 shares of common stock outstanding. nEXGEL , INC. TABLE OF CONTENTS PART I – FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 3 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 4 Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 7 Notes to Condensed Consolidated Financial Statements 8 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 32 ITEM 4. Controls and Procedures 32 PART II – OTHER INFORMATION ITEM 1. Legal Proceedings 32 ITEM 1A. Risk Factors 32 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 32 ITEM 3. Defaults Upon Senior Securities 32 ITEM 4. Mine Safety Disclosures 32 ITEM 5. Other Information 33 ITEM 6. Exhibits 33 Signatures 34 2 Table of Contents PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NEXGEL, INC CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 (Unaudited) (in thousands, except share and per share data) September 30, 2023 December 31, 2022 ASSETS: Current Assets: Cash $ 3,266 $ 1,101 Marketable securities - 5,508 Accounts receivable, net 1,158 222 Inventory 1,090 502 Prepaid expenses and other current assets 367 172 Total current assets 5,881 7,505 Goodwill 311 311 Intangibles, net 12 20 Property and equipment, net 1,737 721 Operating lease - right of use asset 1,911 1,737 Other assets 95 63 Total assets $ 9,947 $ 10,357 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 1,073 $ 265 Accrued expenses and other current liabilities 152 130 Deferred revenue 34 - Current portion of note payable 5 15 Warrant liability 146 242 Operating lease liability, current portion 233 207 Total current liabilities 1,643 859 Operating lease liability, net of current portion 1,774 1,593 Notes payable, net of current portion 274 268 Total liabilities 3,691 2,720 Commitments and Contingencies (Note 15) - - STOCKHOLDERS’ EQUITY Preferred stock, par value $ 0.001 per share, 5,000,000 shares authorized, no shares issued and outstanding - - Common stock, par value $ 0.001 per share, 25,000,000 shares authorized; 5,717,629 and 5,577,916 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 6 6 Additional paid-in capital 19,309 19,189 Accumulated deficit ( 13,617 ) ( 11,558 ) Total NexGel stockholders’ equity 5,698 7,637 Non-controlling interest in joint venture 558 - Total stockholders’ equity 6,256 7,637 Total liabilities and stockholders’ equity $ 9,947 $ 10,357 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents NEXGEL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (Unaudited) (in thousands, except share and per share data) 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenues, net $ 1,221 $ 568 $ 3,007 $ 1,524 Cost of revenues 877 420 2,546 1,304 Gross profit 344 148 461 220 Operating expenses Research and development 6 193 90 328 Selling, general and administrative 950 992 2,629 2,459 Total operating expenses 956 1,185 2,719 2,787 Loss from operations ( 612 ) ( 1,037 ) ( 2,258 ) ( 2,567 ) Other income (expense) Interest expense ( 3 ) ( 242 ) ( 13 ) ( 1,334 ) Interest income 1 - 3 - Loss on debt extinguishment - - - ( 150 ) Warrant modification expense - ( 57 ) - ( 57 ) Other income - - 3 2 Gain on investments 44 5 168 5 Changes in fair value of warrant liability 18 104 96 3 Total other income (expense), net 60 ( 190 ) 257 ( 1,531 ) Loss before income taxes ( 552 ) ( 1,227 ) ( 2,001 ) ( 4,098 ) Income tax expense - - - - Net loss $ ( 552 ) $ ( 1,227 ) $ ( 2,001 ) $ ( 4,098 ) Less: (Income) loss attributable to non-controlling interest in joint venture 2 - ( 58 ) - Net loss attributable to NexGel stockholders ( 550 ) ( 1,227 ) ( 2,059 ) ( 4,098 ) Net loss per common share - basic $ ( 0.10 ) $ ( 0.22 ) $ ( 0.36 ) $ ( 0.74 ) Net loss per common share - diluted $ ( 0.10 ) $ ( 0.22 ) $ ( 0.36 ) $ ( 0.74 ) Weighted average shares used in computing net loss per common share - basic 5,714,316 5,572,234 5,654,981 5,572,234 Weighted average shares used in computing net loss per common share – diluted 5,714,316 5,572,234 5,654,981 5,572,234 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents NEXGEL, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 (Unaudited) (in thousands, except share data) Shares Amount Capital Interest Deficit Equity Common Stock Additional Paid-in Non- controlling Accumulated Total Stockholders’ Shares Amount Capital Interest Deficit Equity Balance, January 1, 2023 5,577,916 $ 6 $ 19,189 $ - $ ( 11,558 ) $ 7,637 Restricted stock vesting 5,682 - 24 - - 24 Exercise of warrants 30,430 - - - - - Non-controlling interest in JV - - - 500 - 500 Net income (loss) - - - 7 ( 814 ) ( 807 ) Balance, March 31, 2023 5,614,028 $ 6 $ 19,213 $ 507 $ ( 12,372 ) $ 7,354 Stock-based compensation - - 29 - - 29 Exercise of warrants 82,036 - - - - - Net income (loss) - - - 53 ( 695 ) ( 642 ) Balance, June 30, 2023 5,696,064 $ 6 $ 19,242 $ 560 $ ( 13,067 ) $ 6,741 Stock-based compensation 21,565 - 67 - - 67 Net loss - - - ( 2 ) ( 550 ) ( 552 ) Balance, September 30, 2023 5,717,629 $ 6 $ 19,309 $ 558 $ ( 13,617 ) $ 6,256 5 Table of Contents NEXGEL, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 (Unaudited) (in thousands, except share data) Shares Amount Capital Deficit) (Deficit) Common Stock Additional Paid-in Retained Earnings (Accumulated Total Stockholders’ Equity Shares Amount Capital Deficit) (Deficit) Balance, January 1, 2022 5,572,234 $ 6 $ 18,891 $ ( 6,812 ) $ 12,085 Stock-based compensation - - 55 - 55 Net loss - - - ( 1,836 ) ( 1,836 ) Balance, March 31, 2022 5,572,234 $ 6 $ 18,946 $ ( 8,648 ) $ 10,304 Stock-based compensation - - 54 - 54 Restricted stock vesting - - 25 - 25 Net loss - - - ( 1,035 ) ( 1,035 ) Balance, June 30, 2022 5,572,234 $ 6 $ 19,025 $ ( 9,683 ) $ 9,348 Balance 5,572,234 $ 6 $ 19,025 $ ( 9,683 ) $ 9,348 Stock-based compensation - - 55 - 55 Restricted stock vesting - - 42 - 42 Net loss - - - ( 1,227 ) ( 1,227 ) Net income (loss) - - - ( 1,227 ) ( 1,227 ) Balance, September 30, 2022 5,572,234 $ 6 $ 19,122 $ ( 10,910 ) $ 8,218 Balance 5,572,234 $ 6 $ 19,122 $ ( 10,910 ) $ 8,218 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents NEXGEL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (Unaudited) (in thousands) 2023 2022 Nine Months Ended September 30, 2023 2022 Operating Activities Net loss $ ( 2,059 ) $ ( 4,098 ) Adjustments to reconcile net loss to net cash used in operating activities: Income attributable to non-controlling interest in joint venture 58 - Depreciation and amortization 103 84 Changes in ROU asset and operating lease liability 33 29 Share-based compensation and restricted stock vesting 120 231 Gain on investment in marketable securities 168 ( 5 ) Changes in fair value of warrant liability and warrant modification ( 96 ) ( 3 ) Amortization of deferred financing costs - 1,325 Warrant modification expense - 57 Loss on extinguishment of debt - 150 Changes in operating assets and liabilities: Accounts receivable ( 936 ) ( 56 ) Inventory ( 588 ) ( 108 ) Prepaid expenses and other assets ( 227 ) ( 162 ) Accounts payable 808 104 Accrued expenses and other current liabilities ( 67 ) 109 Deferred revenue 34 - Net Cash Used in Operating Activities ( 2,649 ) ( 2,343 ) Investing Activities Proceeds from sales of marketable securities 5,340 1,000 Investment in marketable securities - ( 6,980 ) Capital expenditures ( 611 ) ( 88 ) Net Cash Provided by (Used in) Investing Activities 4,729 ( 6,068 ) Financing Activities Proceeds from margin line of credit 89 - Principle payments of notes payable ( 4 ) ( 3,512 ) Net Cash Provided by (Used in) Financing Activities 85 ( 3,512 ) Net Increase (Decrease) in Cash 2,165 ( 11,923 ) Cash – Beginning of period 1,101 13,350 Cash – End of period $ 3,266 $ 1,427 Supplemental Disclosure of Cash Flows Information Cash paid during the year for: Interest $ 7 $ - Taxes $ - $ - Supplemental Non-cash Investing and Financing activities Property and equipment contributed as capital investment to JV $ 500 $ - ROU asset and operating lease liabilities recognized upon consolidation of JV $ 334 $ - The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents NEXGEL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share data) 1. Description of Business, Stock Split and Basis of Presentation NexGel, Inc. (“NexGel” or the “Company”) manufactures high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. The Company specializes in custom gels by capitalizing on proprietary manufacturing technologies. NexGel has historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products, and has recently began producing the Company’s own consumer products using our gels focused on proprietary branded products and white label opportunities. Both the Company’s gels and consumer products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable NexGel to produce gels that can satisfy rigid tolerance specifications with respect to a wide range of physical characteristics (e.g., thickness, water content, adherence, absorption, moisture vapor transmission rate (a measure of the passage of water vapor through a substance) and release rate) while maintaining product integrity. Additionally, the Company has the manufacturing capability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, NexGel and our customers are able to determine tolerances in moisture vapor transmission rate and active ingredient release rates while personalizing color and texture. NexGel was previously known as AquaMed Technologies, Inc. (“AquaMed”) before changing its name to NexGel, Inc. on November 14, 2019. On March 1, 2023, the Company acquired a 50 % interest in a newly formed joint venture (“JV”), CG Converting and Packaging, LLC, with C.G. Laboratories Inc. (“CG Labs”) for its converting and packaging business. The JV is effective March 1, 2023. As a result of this transaction, the Company owns 50 % of the JV, with the remaining 50 % held by CG Labs. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements and footnotes of NexGel have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2023 . These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated wholly-owned subsidiary, NexGelRx, Inc. and the fifty percent ( 50 %) owned JV (see Note 11). 8 Table of Contents 2. Going Concern As of September 30, 2023, the Company had a cash balance of $ 3.3 million (including cash equivalents). For the nine months ended September 30, 2023, the Company incurred a net loss of $ 2.1 million and had a net usage of cash in operating activities of $ 2.6 million. In addition, the Company had a working capital of $ 4.2 million as of September 30, 2023. We believe we have sufficient cash and marketable securities to operate our business plan through 2024. Management is exploring new product channel sales in adjacent industries, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased its focus on sales and developing a sales pipeline for potential customers. This customer base expansion will enable us to provide financial stability for the foreseeable future, expand our current processes, and position us for long-term shareholder value creation. We have sufficient capital to maintain as a going concern due to the capital raise that occurred on December 27, 2021. We intend to maintain and attempt to grow our existing contract manufacturing business. We also plan to continue building and developing our catalog of consumer products for sale to branding partners and to use our in-house capabilities to create and test market additional branded products. These products will be target marketed and sold online through social media, television and online marketplaces. Furthermore, the Company plans to develop its own proprietary medical devices and explore drug delivery programs for its technology. Additionally, the Company continues to evaluate strategic initiatives (e.g., acquisitions) and additional capital raises through debt or equity may be necessary to achieve these objectives. We expect to continue incurring losses for the near-term future. Our ability to continue to operate as a going concern in the long-term is dependent upon our ability to manage and grow our current products and to ultimately achieve profitable operations. Management may consider various options to raise capital to fund potential acquisitions through equity or debt offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds, if needed, or that such funds, if available, will be obtained on terms satisfactory to us. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern. Additionally, it is reasonably possible that estimates made in the condensed consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the recoverability of long-lived assets. 3. Significant Accounting Policies and Estimates Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include allowances for doubtful accounts, inventory reserves, deferred taxes, share-based compensation and related valuation allowances and fair value of long-lived assets. Actual results could differ from the estimates. Cash Cash is comprised of cash in banks and highly liquid investments, including U.S. treasury bills purchased with an original maturity of three months or less as well as investments in money market funds for which the carrying amount approximates fair value, due to the short maturities of these investments. Marketable Securities The Company classifies its marketable securities as held-to-maturity, which include U.S. treasury bills with original maturities of greater than three months. These securities are carried at fair value with any change in fair value recorded as an unrealized gain (loss) in the consolidated statement of operations of the period in which such change occurs. 9 Table of Contents The Company had the following marketable securities as of September 30, 2023 and December 31, 2022: Schedule of Marketable Securities September 30, December 31, 2023 2022 Marketable Securities United States treasury bills (due February 23, 2023) $ - $ 492 United States treasury bills (due April 27, 2023) - 20 United States treasury bills (due June 15, 2023) - 4,384 United States treasury bills (due July 13, 2023) - 127 United States treasury bills (due August 10, 2023) - 485 Total $ - $ 5,508 Margin Line of Credit We have a brokerage account through which we buy and sell U.S. treasury bills. The provisions of the account allow us to borrow on certain securities held in the account and to purchase additional securities based on the account equity (including cash). Amounts borrowed are collateralized by the securities held in the account and bear interest at a negotiated rate payable monthly. Securities pledged to secure margin balances cannot be specifically identified as a portion of all securities held in a brokerage account are used as collateral. As of September 30, 2023, there was $ 89 thousand outstanding under this short-term credit line which is included in accrued expenses and other current liabilities within the accompanying consolidated balance sheet. The short-term credit line will be repaid upon the maturity of U.S. treasury bills of $ 3 million with an original maturity of three months or less which are included in cash within the accompanying consolidated balance sheet (see Note 8). Accounts Receivable, net Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company evaluates the collectability of accounts receivable and records a provision to the allowance for doubtful accounts based on factors including the length of time the receivables are past due, the current business environment and the Company’s historical experience. Provisions to the allowances for doubtful accounts are recorded in selling, general, and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. The allowance for doubtful accounts was $ 17 thousand as of September 30, 2023, and $ 9 thousand as of December 31, 2022. Inventory and Cost of Goods Sold Inventory is stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. The Company evaluates inventories for excess quantities, obsolescence, and shelf-life expiration. This evaluation includes an analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, and a review of the shelf-life expiration dates for products. These factors determine when, and if, the Company adjusts the carrying value of inventory to estimated net realizable value. The Company produces proprietary branded products and white label opportunities in our manufacturing of consumer products. In our contract manufacturing, the Company builds its products based on customer orders and immediately ships the products upon completion of the production process. The balance is made up of raw materials, work-in-progress, and finished goods. Inventory is maintained primarily at the Company’s warehouse and at an Amazon fulfillment center. The “Cost of revenues” line item in the condensed consolidated statements of operations is comprised of the book value of inventory sold to customers during the reporting period. When circumstances dictate that we use net realizable value as the basis for recording inventory, we base our estimates on expected future selling prices less expected disposal costs. 10 Table of Contents Research and Development Our research and development activities focus on new and innovative products designed to support revenue growth. Research and development expenses consist primarily of contracted development and testing efforts associated with development of products. Shipping and Handling Revenue and Expense Shipping and handling revenue and expense are included in our condensed consolidated statements of operations in revenues and cost of revenues, respectively. This is primarily through shipping fees incurred in the Amazon marketplace. Property and Equipment, net Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization. Depreciation is provided over the assets’ useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance costs are expensed as incurred. Management periodically assesses the estimated useful life over which assets are depreciated or amortized. If the analysis warrants a change in the estimated useful life of property and equipment, management will reduce the estimated useful life and depreciate or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal and the resulting gains and losses are included in the results of operations during the same period. Impairment of Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Goodwill and Intangible Assets In applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 31, and whenever indicators of impairment exist. The fair value of intangible assets is compared with their carrying values, and an impairment loss would be recognized for the amount by which a carrying amount exceeds its fair value. The Company performed the annual assessment and concluded it is more likely than not that the fair value exceeds the carrying value and no impairments were recognized in the year ended December 31, 2022. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are recorded at historical cost and is primarily made up of $ 77 thousand and $ 63 thousand of prepaid insurance, and $ 290 thousand and $ 109 thousand general prepaid expenses as of September 30, 2023, and December 31, 2022, respectively. 11 Table of Contents Other Assets Other assets are recorded at historical costs, and as of September 30, 2023, and December 31, 2022, the balance is primarily comprised of spare parts for manufacturing equipment. Spare parts are not subject to depreciation until such time that they are placed into service and the part that is being replaced is disposed. Fair Value Measurements The Company utilizes the fair value hierarchy to apply fair value measurements. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair values that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The basis for fair value measurements for each level within the hierarchy is described below: Level 1 — Quoted prices for identical assets or liabilities in active markets. Level 2 — Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 — Valuations derived from valuation techniques in which one or more significant inputs to the valuation model are unobservable. The Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable, notes payable and convertible notes payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments. The following table sets forth the fair value of the Company’s financial assets within the fair value hierarchy: Schedule of Fair Value of Financial Assets Level 1 Level 2 Level 3 Fair Value September 30, 2023 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ - $ - $ - $ - Total $ - $ - $ - $ - Level 1 Level 2 Level 3 Fair Value December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets Marketable securities: United States treasury bills $ 5,508 $ - $ - $ 5,508 Total $ 5,508 $ - $ - $ 5,508 Warrant Liability Warrants to purchase common stock were issued in connection with equity financing raises, which occurred during 2019 through 2021. The fair values of the warrants are estimated as of the date of issuance and again at each year end using a Black-Scholes option valuation model. At issuance, the fair values of the warrants are recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the accompanying condensed consolidated statements of operations. 12 Table of Contents Revenue Recognition On January 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The Company currently recognizes revenue predominately from three types of revenue, contract manufacturing, custom and white label finished goods manufacturing and our branded products. Revenues from manufactured and branded products are recognized at the point where the customer obtains control of the goods and the Company satisfies its performance obligation, which generally is at the time the customer receives the product. The Company’s customers consist of other life sciences companies and Amazon retail customers. Revenues are entirely concentrated in the United States. Payment terms vary by the type and location of customer and may differ by jurisdiction and customer, but payment is generally required in a term ranging from 30 to 60 days from date of shipment. Estimates for product returns, allowances and discounts are recorded as a reduction of revenue and are established at the time of sale. Returns are estimated through a comparison of historical return data and are determined for each product and adjusted for known or expected changes in the marketplace specific to each product, when appropriate. Historically, sales return provisions have not been material. Amounts accrued for sales allowances and discounts are based on estimates of amounts that are expected to be claimed on the related sales and are based on historical data. Payments for allowances and discounts have historically been immaterial. Disaggregated revenue by sales type: Schedule of Disaggregated Revenue by Sales Type 2023 2022 Three months ended September 30, 2023 2022 Contract manufacturing $ 805 $ 277 Custom and white label finished goods manufacturing 5 15 NexGel branded consumer products 356 231 Other 55 45 Total $ 1,221 $ 568 2023 2022 Nine months ended September 30, 2023 2022 Contract manufacturing $ 2,072 $ 736 Custom and white label finished goods manufacturing 10 34 NexGel branded consumer products 850 623 Other 75 131 Total $ 3,007 $ 1,524 As of September 30, 2023, and December 31, 2022, the Company did not have any contract assets or contract liabilities from contracts with customers. As of September, 2023, and December 31, 2022, there were no remaining performance obligations that the Company had not satisfied except for deferred revenue of $ 34 thousand and $ 0 that the Company had not satisfied as of the end of the period. 13 Table of Contents The Company has four distinct lines of business; Contract Manufacturing, Custom & White Label, Consumer Branded Products, and Medical Devices. Contract Manufacturing Customers order rolls of gel (“rollstock”). The rollstock is shipped to our customers, which they package into finished goods. Historically, this has been the Company’s primary source of revenue. Custom & White Label These products often infuse various ingredients into our base gel to develop unique product offerings to satisfy market demand (e.g. aloe infused into the gel for a beauty mask). The rollstock is converted and packaged into salable units. The finished goods are shipped to the customer, who is ultimately responsible for product distribution. Frequently these products started as development deals, in which the customer paid the Company a small fee to develop a specific product. Once completed, the customer places a large order for newly developed product. Consumer Branded Products These products are finished goods marketed and sold directly to the customer by the Company through online and retail channels. The Company is responsible for sales, marketing, and distribution. These products carry the Company’s brand names. Medical Devices Medical Devices are a hybrid business, combining elements of Custom & White Label and Consumer Branded Products. Medical Devices, which are not yet marketed, are expected to be distributed through strategic partnerships. The Company will manufacture and possibly convert/package the device while the strategic partner brings the product to market. Small market Medical Devices could be launched by the Company, but also be offered to a distributor to reach the full scale of the market. Share-based Compensation On August 28, 2019, the Company adopted the 2019 Long-Term Incentive Plan, as amended (the “2019 Plan”). See Note 10 below for further details regarding the 2019 Plan. The 2019 Plan provides certain employees, contractors, and outside directors with share-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights and other awards. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. Forfeitures are accounted for when they occur. In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting . These amendments expand the scope of Topic 718, Compensation - Stock Compensation , to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This new standard was effective for the Company on January 1, 2020. The Company adopted this new standard early in the third quarter of 2019 and it did not have a material impact to its condensed consolidated financial statements. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. 14 Table of Contents Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by a tax authority and based upon the technical merits of the tax position. The tax benefit recognized in the condensed consolidated financial statements for a particular tax position is based on the largest benefit that is more likely than not to be realized upon settlement. An unrecognized tax benefit, or a portion thereof, is presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. Leases ASC 842, Leases , requires recognition of leases on the condensed consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Segment Reporting The Company operates in one business segment as a contract manufacturer of aqueous polymer hydrogels. As a result, the Company’s operations are a single reportable segment, which is consistent with the Company’s internal management reporting. Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal year beginning January 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company’s condensed consolidated financial statements. 4. Leases The Company has one operating lease for a commercial manufacturing facility and administrative offices located in Langhorne, Pennsylvania that runs through January 2031. There are two options that can extend the lease term for five years each. The exercise of the lease options to renew is solely at the Company’s discretion. 15 Table of Contents The following table presents information about the amount and timing of the liability arising from the Company’s operating lease as of September 30, 2023 ($ in thousands): Schedule of Future Minimum Lease Payments Operating Lease Maturity of Lease Liability Liability 2023 $ 61 2024 245 2025 245 2026 301 2027 315 Thereafter 1,115 Total undiscounted operating lease payments 2,282 Less: Imputed interest ( 275 ) Present value of operating lease liability $ 2,007 Weighted average remaining lease term 8.3 years Weighted average discount rate 3.5 % Total operating lease expense for the nine months ended September 30, 2023, and 2022, was $ 197 thousand and $ 155 thousand, respectively, and is recorded in cost of goods sold and selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations. Supplemental cash flows information related to leases was as follows ($ in thousands): Schedule of Supplemental Cash Flows Information Related to Leases September 30, 2023 Cash paid for amounts included in the measurement of lease liability: Operating cash flows from operating lease $ 197 5. Inventory Inventory consists of the following ($ in thousands): Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 762 $ 295 Work-in-progress 15 51 Finished goods 313 156 Inventory, gross 1,090 502 Less: Inventory reserve for excess and slow moving inventory — — Total $ 1,090 $ 502 Inventory is maintained at the Company’s warehouse, an outsourced third-party contract manufacturing vendor, and at Amazon fulfillment centers. The Company builds its contract manufacturing products based on customer orders and immediately ships the products upon completion of the production process. 16 Table of Contents 6. Property and Equipment, Net Property and equipment consist of the following ($ in thousands): Schedule of Property and Equipment Useful Life September 30, December 31, (Years) 2023 2022 Machinery and equipment 3 - 10 $ 1,566 $ 973 Office furniture and equipment 3 - 10 139 59 Leasehold improvements 6 391 228 Construction in progress N/A 330 55 Total property and equipment 2,426 1,315 Less: accumulated depreciation and amortization ( 689 ) ( 594 ) Property and equipment, net $ 1,737 $ 721 Depreciation expense for the nine months ended September 30, 2023, and 2022 was $ 95 thousand and $ 74 thousand, respectively. 7. Intangible Assets The following provides a breakdown of identifiable intangible assets as of September 30, 2023 and December 31, 2022 ($ in thousands): Schedule of Breakdown of Identifiable Intangible Assets September 30, December 31, 2023 2022 Product/Technology Related Identifiable intangible assets, gross $ 31 $ 31 Accumulated amortization ( 31 ) ( 26 ) Product/Technology Related identifiable intangible assets, net - 5 Marketing Related Customer related intangible asset, gross 17 17 Tradename related intangible asset, gross 7 7 Accumulated amortization ( 12 ) ( 9 ) Marketing related identifiable intangible assets, net 12 15 Total Identifiable intangible assets, net $ 12 $ 20 In connection with the May 29, 2020, acquisition of Sports Defense, the Company identified intangible assets of $ 55 thousand representing technology related and customer related intangibles. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 5.7 years and amortization expense amounted to $ 8 thousand and $ 10 thousand for the nine months ended September 30, 2023, and 2022, respectively. As of September 30, 2023, the estimated annual amortization expense for each of the next five fiscal years is as follows: Schedule of Estimated Annual Amortization Expense ($ in thousands): 2023 $ 1 2024 2 2025 2 2026 2 2027 2 Thereafter 3 Total $ 12 17 Table of Contents 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following ($ in thousands): Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, 2023 2022 Salaries, benefits, and incentive compensation $ 37 $ 56 Franchise tax accrual - 52 Margin line of credit 89 - Other 26 22 Total accrued expenses and other current liabilities $ 152 $ 130 9. Common Stock At September 30, 2023, the Company has reserved common stock for issued securities in relation to the following: Schedule of Reserved Common Stock For Issued Securities in Relation Share-based compensation plan 528,182 Warrants to purchase common stock 3,442,904 Restricted stock units 121,787 10. Share-based Compensation The 2019 Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), 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 common stock of the Company or a combination of cash and shares of common stock of the Company up to an amount of 871,429 shares of common stock, all of which may be delivered pursuant to incentive stock options. Subject to adjustments pursuant to the 2019 Plan, the maximum number of shares of common stock with respect to which stock option or SARs may be granted to an executive officer during any calendar year is 14,286 shares of common stock. Incentive stock options On March 8, 2023, the Company granted a contractor an option to purchase up to 17,532 shares of the Company’s common stock at a per share exercise price of $ 2.00 under the Company’s 2019 Plan. This option award vests over a period of 12 months. On August 17, 2023, the Company granted options to purchase up to 90,000 shares of the Company’s common stock at a per share exercise price of $ 2.05 to members of the Board of Directors, all of which vests over a period of one year with 25% vested upon issuance. The following table contains information about the 2019 Plan as of September 30, 2023: Schedule of Information about Incentive Plan Awards Awards Awards Reserved for Issuance Issued & Outstanding Awards Exercised Available for Grant 2019 Plan (1) 871,429 689,783 19,683 161,963 Awards granted outside of the 2019 Plan (2) - 48,401 29,880 - (1) Includes incentive stock options and restricted stock units discussed below. (2) Includes shares of restricted common stock granted outside of the 2019 Plan to our Chief Executive Officer, Adam Levy. 18 Table of Contents The following table summarizes the Company’s incentive stock option activity and related information for the period ended September 30, 2023: Schedule of Incentive Stock Option Activity Weighted Weighted Average Average Contractual Number of Exercise Term in Options Price Years Outstanding at January 1, 2023 524,937 $ 2.351416 8.38 Granted 117,532 2.06041 10.0 Exercised ( 10,000 ) 1.75 — Forfeited — — — Cancelled ( 13,149 ) 2.00 — Expired ( 4,287 ) 1.40 — Outstanding at September 30, 2023 615,033 $ 2.319728 8.05 Exercisable at September 30, 2023 362,533 $ 1.801861 7.20 As of September 30, 2023, vested outstanding stock options had $ 469 thousand intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock, respectively. As of September 30, 2023, there was no unrecognized share-based compensation related to unvested stock options, excluding options fully contingent upon certain sales-based milestones being achieved within 18 to 36 months of commercial release. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period. The following assumptions were used to calculate share-based compensation expense for the period ended September 30, 2023: Schedule of Assumptions used in Share-based Compensation Volatility 257.64 - 258.01 % Risk-free interest rate 4.21 - 4.42 % Dividend yield 0.0 % Expected term 5 - 5.50 years The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Accordingly, the Company has elected to use the “simplified method” to estimate the expected term of its share-based awards. The simplified method computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two. Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted-average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage. Restrictive Stock Awards Effective as of August 1, 2022, the Company granted a restricted stock award of 84,750 shares of the Company’s common stock to certain officers and employees, all of which shares vest in four equal installments on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026. Under ASC 718, the Company has measured the value of the 84,750 shares granted based on a closing price of the closing price of the Company’s stock at the grant date of the RSU Grant ($ 1.82 per share). Effective as of January 1, 2022, the Company granted a restricted stock award of 11,364 shares of the Company’s common stock to Adam Levy for his service as our Chief Executive Officer pursuant to the terms of his Executive Employment Agreement dated November 4, 2021, all of which shares vested monthly from January 1, 2022 through December 31, 2022. Under ASC 718, the Company has measured the value of the 11,364 shares granted based on the closing price of the Company’s stock at the grant date of the RSU Grant ($ 4.40 per share). 19 Table of Contents Effective as of January 3, 2023, the Company granted a restricted stock award of 37,037 shares of the Company’s common stock to Adam Levy for his service as our Chief Executive Officer pursuant to the terms of his Executive Employment Agreement dated December 30, 2022, all of which shares vested monthly from January 3, 2023 through December 31, 2023. Under ASC 718, the Company has measured the value of the 37,037 shares granted based on the closing price of the Company’s stock at the grant date of the RSU Grant ($ 1.35 per share). Schedule of Restricted Stock Units Granted Weighted Average Number of Grant Date Units Fair Value Outstanding at January 1, 2023 90,432 $ 1.98211 Granted 37,037 1.35 Exercised and converted to common shares ( 26,698 ) 2.04313 Forfeited ( 7,500 ) 1.82 Outstanding at September 30, 2023 93,271 $ 1.72667 Exercisable at September 30, 2023 27,946 $ 1.66430 Compensation expense will be recognized ratably over the total vesting schedule. The Company will periodically adjust the cumulative compensation expense for forfeited awards. As of September 30, 2023, there was $ 99 thousand unrecognized share-based compensation related to unvested RSUs, which the Company expects to recognize through December 2026. Stock based compensation and restricted stock vesting of $ 120 thousand and $ 231 thousand has been recorded for the nine months ended September 30, 2023, and 2022, respectively. Warrants The following table shows a summary of common stock warrants through September 30, 2023: Summary of Common Stock Warrants Weighted Weighted Average Average Number of Exercise Contractual Warrants Price Term in Years Outstanding at January 1, 2023 3,637,190 $ 5.16281 3.65 Granted — — — Exercised ( 112,466 ) 0.55 — Forfeited — — — Cancelled ( 81,820 ) 0.91 — Expired — — — Outstanding at September 30, 2023 3,442,904 $ 5.414793 3.09 Exercisable at September 30, 2023 3,442,904 $ 5.414793 3.09 As of September 30, 2023, vested outstanding warrants had $ 0 intrinsic value as the exercise price is greater than the estimated fair value of the underlying common stock. 11. Noncontrolling Interest in Joint Venture On March 1, 2023, the Company acquired a 50 % interest in the JV (see Note 1). The JV is owned 50 % by the Company and 50 % by CG Labs. CG Labs contributed its existing converting and packaging division to the JV, including, but not limited to, its facilities, equipment, employees, and customers. The Company will contribute $ 500,000 to the JV, on a schedule to be determined, to be used for equipment and facility upgrades as well as general corporate purposes for JV. As of September 30, 2023, the Company has contributed its full $ 500,000 commitment. 20 Table of Contents The JV is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to the JV that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs. Therefore, we have consolidated the JV. 12. Notes Payable Economic Injury Disaster Loan On May 28, 2020, the Company entered into the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $ 260,500 , with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75 % per annum. Installment payments, including principal and interest, are due monthly which the Company began paying in December 2022 (thirty months from the date of the SBA Note) in the amount of $ 1,270 . The balance of principal and interest is payable thirty years from the date of the SBA Note. In connection therewith, the Company received an $ 8,000 advance, which does not have to be repaid. The balances of the principal and accrued interest amounted to $ 279 thousand and $ 283 thousand as of September 30, 2023 and December 31, 2022, respectively. The future annual principal amounts and accrued interest to be paid as of September 30, 2023 are as follows: Schedule of Debt Instruments Amount For the year ending December 31 ($ in thousands): 2023 (remainder of the year) $ 2 2024 5 2025 5 2026 5 2027 6 Thereafter 256 Total $ 279 13. Convertible Notes Payable On March 11, 2021, the Company issued Auctus Fund, LLC, a Delaware limited liability company a one-year senior secured convertible promissory note in the principal amount of $ 1.68 million, which included $ 180 thousand of interest which was deemed fully earned as of the issuance date (the “Auctus Note”). The Auctus Note was fully repaid (including all principal and interest) on March 15, 2022 with a one-time cash payment of $ 1.68 million. On September 2, 2021, the Company issued to certain holders one-year subordinated secured convertible promissory notes in the aggregate principal amount of $ 1,814 thousand, which included $ 194 thousand of interest which was deemed fully earned as of the issuance date (the “September 2 Notes”). On January 25, 2022, the Company repaid one of the September 2 Notes in full with a one-time cash payment of $ 300 thousand of outstanding principal and accrued but unpaid interest. The Company incurred pre-payment penalty of $ 17 thousand with respect to the repayment of the note and the remaining unamortized debt discount in the amount of $ 133 thousand was written off and both amounts were recorded as a loss on extinguishment of debt of $ 150 thousand in the accompanying condensed consolidated statement of operations during 2022. The repayment extinguished the note in its entirety. On September 6, 2022, the outstanding balance on the remaining September 2 Notes was repaid in full which consisted of principal of $ 1,478 thousand. 21 Table of Contents 14. Warrant Liability On September 2, 2021, March 11, 2021, February 3, 2021, December 24, 2020, March 18, 2020, September 10, 2019, and November 6, 2019, the Company issued 22,019 , 34,286 , 7,429 , 7,286 , 44,286 , 35,715 and 114,286 warrants, respectively, as equity issuance consideration, in connection with a private placement of the Company’s common stock. The warrants entitle the holder to purchase one share of our common stock at an exercise price equal to $ 0.49 to $ 5.25 per share at any time on or after their issuance date and on or prior to the close of business 3 or 5 years, as applicable, after the issuance date (the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the public share offering. Management also determined that the warrants required classification as a liability pursuant to ASC 815. In accordance with the accounting guidance, the outstanding warrants are recognized as a warrant liability on the balance sheet and are measured at their inception date fair value and subsequently re-measured at each reporting period with changes being recorded as a component of other income in the accompanying statement of operations. The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Schedule of Warrant Liability Warrant Liability Warrants Outstanding Fair Value per Share Fair Value Fair value as of year ended 12/31/2022 265,305 $ 242 Exercise of warrants ( 194,286 ) ( 154 ) Change in fair value of warrant liability - 58 Fair value as of period ended 9/30/2023 71,019 $ 146 The warrant liabilities are considered Level 3 liabilities on the fair value hierarchy as the determination of fair value includes various assumptions about of future activities and the Company’s stock prices and historical volatility of Guideline Public Companies as inputs. 15. Commitments and Contingencies Litigation The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company. Service Agreement On March 21, 2023, the Company entered into a Services Agreement with GlaxoSmithKline Consumer Healthcare Holdings (US) LLC (“Haleon”) to supply material for a consumer product to be developed and released in the future. There can be no guaranty that a consumer product will be released or, if released, that it will be successful. GlaxoSmithKline Consumer Healthcare Holdings (US) LLC is a Haleon group company. 16. Concentrations of Risk The Company’s revenues are concentrated in a small group of customers with some individually having more than 10% of total revenues. Revenues from three customers that exceeded 10% of total revenues for the nine months ended September 30, 2023, were 20 %, 11 %, and 10 %. The accounts receivable from those top three customers were 0 %, 23 %, and 0 % as well as 15 %, 18 %, and 13 % from three other customers of the total accounts receivable as of September 30, 2023. Revenues from two customers that exceeded 10% of total revenues for the nine months ended September 30, 2022, were 39 % and 27 %. The accounts receivable from those top two customers by revenue were 6 % and 53 % as well as 17 % and 19 % from two other customers of the total accounts receivable as of September 30, 2022. 22 Table of Contents The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. Cash balances are maintained principally at major U.S. financial institutions and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. Such cash balances are currently in excess of the FDIC insurance limit of $ 250 thousand. As of September 30, 2023, there was no amount exceeding such limit. The Company has not experienced any credit losses associated with its cash balances in the past. The Company invests its cash equivalents in U.S. treasury bills with original maturities of three months or less. Marketable securities are comprised of U.S. treasury bills with original maturities greater than three months. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash, cash equivalents, and marketable securities and performs periodic evaluations of the credit standing of such institutions. 17. Related Party Transactions Convertible Promissory Note On September 2, 2021, the Company issued three Secured Convertible Promissory Notes to members of the board of directors in aggregate amounts of $ 150,000 to Mr. Stein, $ 150,000 to Mr. Stefansky (Bezalel Partners, LLC), and $ 50,000 to Dr. Zeldis as part of the September 2 Notes. The notes were repaid in full in 2022. Advances Dr. Jerome Zeldis, a member of the Company board of directors, has an outstanding balance due of $ 25,000 for services as of September 30, 2023 and $ 40,000 as of December 31, 2022, included in accounts payable in the accompanying condensed consolidated balance sheets. 18. Subsequent Events Management of the Company has performed a review of events and transactions occurring after the condensed consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements and has noted no such events or transactions. 23 Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis are intended to help prospective investors understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with our financial statements and related notes thereto included elsewhere in this information statement. The statements in this discussion regarding industry outlook, expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Special Note Regarding Forward-Looking Statements.” Actual results may differ materially from those contained in any forward-looking statements. The NexGel Financial Statements, discussed below, reflect the NexGel financial condition, results of operations, and cash flows. The financial information discussed below and included in this information statement, however, may not necessarily reflect what the NexGel financial condition, results of operations, or cash flows would have been had NexGel been operated as a separate, independent entity during the years presented, or what the NexGel financial condition, results of operations, and cash flows may be in the future. Forward-Looking Statements This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: ● our ability to continue as a going concern; ● inadequate capital; ● inadequate or an inability to raise sufficient capital to execute our business plan; ● our ability to comply with current good manufacturing practices; ● loss or retirement of key executives; ● our plans to make significant additional outlays of working capital before we expect to generate significant revenues and the uncertainty regarding when we will begin to generate significant revenues, if we are able to do so; ● adverse economic conditions and/or intense competition; ● loss of a key customer or supplier; ● entry of new competitors; ● adverse federal, state and local government regulation; ● technological obsolescence of our manufacturing process and equipment; 24 Table of Contents ● technical problems with our research and products; ● risks of mergers and acquisitions including the time and cost of implementing transactions and the potential failure to achieve expected gains, revenue growth or expense savings; ● price increases for supplies and components; and ● the inability to carry out our business plans. For a discussion of these and other risks that relate to our business and investing in shares of our common stock, you should carefully review the risks and uncertainties described elsewhere in this Quarterly Report on Form 10-Q. The forward-looking statements contained in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. Overview We manufacture high water content, electron beam cross-linked, aqueous polymer hydrogels, or gels, used for wound care, medical diagnostics, transdermal drug delivery and cosmetics. We specialize in custom gels by capitalizing on proprietary manufacturing technologies. We have historically served as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products and have recently began producing our own consumer products using our gels focused on proprietary branded products and white label opportunities. Both our gels and our consumer products are manufactured using proprietary and non-proprietary mixing, coating and cross-linking technologies. Together, these technologies enable us to produce gels that can satisfy rigid tolerance specifications with respect to a wide range of physical characteristics (e.g., thickness, water content, adherence, absorption, moisture vapor transmission rate [a measure of the passage of water vapor through a substance] and release rate) while maintaining product integrity. Additionally, we have the manufacturing ability to offer broad choices in the selection of liners onto which the gels are coated. Consequently, we and our customers are able to determine tolerances in moisture vapor transmission rate and active ingredient release rates while personalizing color and texture. Joint Venture On March 1, 2023, the Company acquired of 50% interest in a newly formed joint venture (“JV”), CG Converting and Packaging, LLC, with C.G. Laboratories Inc. (“CG Labs”) for its converting and packaging business. The JV agreement is effective March 1, 2023. As a result of this transaction, the Company owns 50% of the JV, with the remaining 50% held by CG Labs. Results of Operations The following sections discuss and analyze the changes in the significant line items in our condensed consolidated statements of operations for the comparison periods identified. Comparison of the Three Months ended September 30, 2023, and 2022 ($ in thousands) Revenues, net . For the three months ended September 30, 2023, revenues were $1,221 and increased by $653, or 115.0%, when compared to $568 for the three months ended September 30, 2022. The increase in our overall revenues was primarily due to sales growth in both our contract manufacturing and branded products, including the revenue from JV from March 1, 2023 through September 30, 2023 of $1,375. 25 Table of Contents The Company has four distinct lines of business; Contract Manufacturing, Custom & White Label, Consumer Branded Products, and Medical Devices as further described in Footnote #3. Gross profit (loss) . Our gross profit was $344 for the three months ended September 30, 2023, compared to a gross profit of $148 for the three months ended September 30, 2022. The increase of $196 in gross profit was primarily due to the higher volume of contract manufacturing sales against fixed costs partially offset by increased manufacturing. Gross profit was approximately 28.2% for the three months ended September 30, 2023, compared to a gross profit of 26.1% for the three months ended September 30, 2022. The components of cost of revenues are as follows for the three months ended September 30, 2023 and 2022 ($ in thousands): Three Months Ended September 30, 2023 2022 Cost of revenues Materials and finished products $ 593 $ 113 Compensation and benefits 51 176 Share-based compensation 11 - Depreciation and amortization 32 20 Equipment, production and other expenses 190 111 Total cost of revenues $ 877 $ 420 Cost of revenues increased by $457, or 108.8%, to $877 for the three months ended September 30, 2023, as compared to $420 for the three months ended September 30, 2022. The increase in cost of revenues pertains to an increase in materials and finished products and equipment, production, and other expenses. These increases primarily align with the growth in revenues. 26 Table of Contents Selling, general, and administrative expenses . The following table highlights selling, general, and administrative expenses by type for the three months ended September 30, 2023 and 2022 ($ in thousands): Three Months Ended September 30, 2023 2022 Selling, general and administrative expenses Compensation and benefits $ 169 $ 118 Share-based compensation 66 85 Depreciation and amortization 5 4 Advertising, marketing, & Amazon fees 178 103 Investor & shareholder services 86 71 Franchise tax & corporate insurance 52 264 Professional & consulting fees 271 213 Other expenses and professional fees 123 134 Total selling, general and administrative expenses $ 950 $ 992 Selling, general and administrative expenses decreased by $42, or 4.2%, to $950 for the three months ended September 30, 2023, as compared to $992 for the three months ended September 30, 2022. The decrease in Selling, general and administrative expenses is primarily attributable to the factors described below. Compensation and benefits increased by $51, or 43.2%, to $169 for the three months ended September 30, 2023, as compared to $118 for the three months ended September 30, 2022. The number of employees increased compared to the prior period and officer compensation increased in conjunction with contract renewals. Share-based compensation decreased by $19, or 22.4%, to $66 for the three months ended September 30, 2023, as compared to $85 for the three months ended September 30, 2022. The decrease in share-based compensation related to the issuance of stock options and restricted awards to our officers, employees, and advisors in the prior year period that compared to members of the Board of Directors in the current period. Advertising, marketing, & Amazon fees increased by $75, or 72.8% to $178 for the three months ended September 30, 2023, as compared to $103 for the three months ended September 30, 2022. The increase is due to the increased Amazon selling fees and Amazon Advertising, which correlates with our increase in Branded Sales. Investor and shareholder services increased by $15, or 21.1% to $86 for the three months ended September 30, 2023, as compared to $71 for the three months ended September 30, 2022. The increase is due to an increase in investor outreach. Franchise taxes and corporate insurance decreased by $212, or 80.3% to $52 for the three months ended September 30, 2023, as compared to $264 for the three months ended September 30, 2022. The vast majority of this decrease pertains to the Company’s reduction in authorized shares, which lowered its franchise tax expense. Professional and consulting fees increased by $58, or 27.2% to $271 for the three months ended September 30, 2023, as compared to $213 for the three months ended September 30, 2022. We continued to incur accounting and consulting fees associated with public company governance requirements. Other expenses decreased by $11, or 8.2%, to $123 for the three months ended September 30, 2023 from $134 for the three months ended September 30, 2022. Other selling, general and administrative expenses generally consist of costs associated with our selling efforts and general management, including information technology, travel, training and recruiting. 27 Table of Contents Research and development expenses . Research and development expenses were $6 and $193 for the three months ended September 30, 2023 and September 30, 2022, respectively. The decrease is due to the completion of development efforts of two proof of concept studies for drug delivery candidates utilizing our hydrogel technology. Comparison of the Nine Months ended September 30, 2023 and 2022 ($ in thousands) Revenues, net . For the nine months ended September 30, 2023, revenues were $3,007 and increased by $1,483, or 97.3%, when compared to $1,524 for the nine months ended September 30, 2022. The increase in our overall revenues was primarily due to sales growth in both our contract manufacturing and branded products, including the revenue from our JV from March 1, 2023 through September 30, 2023 of $1,375. Gross profit . Our gross profit was $461 for the nine months ended September 30, 2023, compared to a gross profit of $220 for the nine months ended September 30, 2022. The increase in profit recorded for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, was primarily due to the higher volume of contract manufacturing sales against fixed costs, partially offset by increased manufacturing of promotional materials, customer product samples and other marketing materials to support our new product launches. Gross profit was approximately 15.3% for the nine months ended September 30, 2023, compared to a gross profit of 14.4% for the nine months ended September 30, 2022. The components of cost of revenues are as follows for the nine months ended September 30, 2023 and 2022 ($ in thousands): Nine Months Ended September 30, 2023 2022 Cost of revenues Materials and finished products $ 1,542 $ 403 Compensation and benefits 385 518 Share-based compensation 11 Depreciation and amortization 73 63 Equipment, production, and other expenses 535 320 Total cost of revenues $ 2,546 $ 1,304 Cost of revenues increased by $1,242, or 95.2%, to $2,546 for the nine months ended September 30, 2023, as compared to $1,304 for the nine months ended September 30, 2022. The increase in cost of revenues pertains to an increase in materials and finished products and equipment, production and other expenses. These increases primarily align with the increased revenues. Selling, general, and administrative expenses . The following table highlights selling, general, and administrative expenses by type for the nine months ended September 30, 2023 and 2022 ($ in thousands): Nine Months Ended September 30, 2023 2022 Selling, general, and administrative expenses Compensation and benefits $ 490 $ 379 Share-based compensation 109 219 Depreciation and amortization 32 11 Advertising, marketing, & Amazon fees 438 347 Investor & shareholder services 323 179 Franchise tax & corporate insurance 174 334 Professional & consulting fees 823 584 Other expenses 240 406 Total selling, general and administrative expenses $ 2,629 $ 2,459 Selling, general, and administrative expenses increased by $170, or 6.9%, to $2,629 for the nine months ended September 30, 2023, as compared to $2,459 for the nine months ended September 30, 2022. The increase in selling, general, and administrative expenses is primarily attributable to our costs for professional fees and other administrative expenses in the current period associated with public company governance requirements. 28 Table of Contents Compensation and benefits increased by $111, or 29.3%, to $490 for the nine months ended September 30, 2023, as compared to $379 for the nine months ended September 30, 2022. The number of employees increased compared to the prior period and officer compensation increased in conjunction with contract renewals. Share-based compensation decreased by $110, or 50.2%, to $109 for the nine months ended September 30, 2023, as compared to $219 for the nine months ended September 30, 2022. The decrease in share-based compensation year over year relates to the issuance of stock, restricted stock, and options to our CEO and options to board members in 2023 in comparison to companywide restricted stock awards issued to employees in 2022. Advertising, marketing, & Amazon fees increased by $91, or 26.2% to $438 for the nine months ended September 30, 2023, as compared to $347 for the nine months ended September 30, 2022. The corresponds to increased Amazon sales, partially offset by optimization of Amazon advertising spend in 2023. Investor and shareholder services increased by $144, or 80.4% to $323 for the nine months ended September 30, 2023, as compared to $179 for the nine months ended September 30, 2022. The increase is due to an increase in investor outreach. Franchise taxes and corporate insurance decreased by $160, or 47.9% to $174 for the nine months ended September 30, 2023, as compared to $334 for the nine months ended September 30, 2022. The vast majority of this decrease pertains to the Company’s reduction in authorized shares, which lowered its franchise tax expense. Professional and consulting fees increased by $239, or 40.9% to $823 for the nine months ended September 30, 2023, as compared to $584 for the nine months ended September 30, 2022. We continued to incur accounting and consulting fees associated with public company governance requirements. Other expenses decreased by $166, or 40.9%, to $240 for the nine months ended September 30, 2023 from $406 for the nine months ended September 30, 2022. Other selling, general and administrative expenses generally consist of costs associated with our selling efforts and general management, including information technology, travel, training and recruiting. Research and development expenses . Research and development expenses decreased by $238 to $90 for the nine months ended September 30, 2023 from $328 for the nine months ended September 30, 2022. The decrease is due to the completion of development efforts of two proof of concept studies for drug delivery candidates utilizing our hydrogel technology. Liquidity and Capital Resources Cash Flow (in thousands) September 30, September 30, 2023 2022 Net cash used in operating activities $ (2,649 ) $ (2,343 ) Net cash provided by (used in) investing activities 4,729 (6,068 ) Net cash provided by (used in) financing activities 85 (3,512 ) Net increase (decrease) in cash 2,165 (11,923 ) Cash at beginning of year 1,101 13,350 Cash at end of quarter $ 3,266 $ 1,427 29 Table of Contents As of September 30, 2023, we had $3.3 million of cash and $0 thousand of marketable securities , compared to $1.1 million of cash and $5.5 million of marketable securities at December 31, 2022. Net cash used in operating activities was $2.6 million and $2.3 million for the nine months ended September 30, 2023 and 2022, respectively. Net cash provided by investing activities was $4.7 million and net cash used in investing activities was $6.1 million for the nine months ended September 30, 2023 and 2022, respectively, consisting of the sales of marketable securities of $5.3 million and purchases of capital equipment of $611 thousand for nine months ended September 30, 2023 and consisting of investments in marketable securities of $6,980 thousand, the sale of marketable securities for $1,000 thousand, and purchases of capital equipment of $88 thousand for the nine months ended September 30, 2022. Net cash provided by financing activities and cash used in financing activities for the nine months ended September 30, 2023 and 2022 was $85 thousand and $3.5 million, respectively, and is attributable to the proceeds from the margin line of credit of $89 thousand and principal payments of notes payable and convertible notes of $4 thousand for the nine months ended September 30, 2023 and attributable to principal payments of convertible notes of $3.5 million in the nine months ended September 30, 2022. At September 30, 2023, current assets totaled $5.9 million and current liabilities totaled $1.7 million, as compared to current assets totaling $7.5 million and current liabilities totaling $859 thousand at December 31, 2022. As a result, we had working capital of $4.2 million at September 30, 2023, compared to a working capital of $6.6 million at December 31, 2022. The decrease in the working capital as of September 30, 2023 is primarily attributable to the loss from operations of $2.3 million. We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we anticipate that all available funds and any earnings generated in our business will be used to finance the growth of our business and will not be paid out as dividends to our shareholders. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board of Directors may deem relevant. Management is exploring new product channel sales in consumer products, such as cosmetics, athletic products, and proprietary medical devices. The Company has increased its focus on sales and developing a sales pipeline for potential customers. This customer base expansion will enable us to provide financial stability for the foreseeable future, expand our current processes, and position us for long-term shareholder value creation. We have sufficient capital to maintain as a going concern due to the capital raise that occurred on December 27, 2021. We intend to maintain and attempt to grow our existing contract manufacturing business. We also plan to continue building and developing its catalog of consumer products for sale to branding partners and to use our in-house capabilities to create and test market additional branded products. These products will be target marketed and sold online through social media, television and online marketplaces. Furthermore, the Company plans to develop its own proprietary medical devices and explore drug delivery programs for its technology. Additionally, the Company continues to evaluate strategic initiatives (e.g., acquisitions) and additional capital raises through debt or equity may be necessary to achieve these objectives. We expect to continue incurring losses for the near-term future. Our ability to continue to operate as a going concern in the long-term is dependent upon our ability to manage and grow our current products and to ultimately achieve profitable operations. Management may consider various options to raise capital to fund potential acquisitions through equity or debt offerings. There can be no assurances, however, that management will be able to obtain sufficient additional funds, if needed, or that such funds, if available, will be obtained on terms satisfactory to us. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should we be unable to continue as a going concern. Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including the recoverability of long-lived assets. 30 Table of Contents Off Balance Sheet Arrangements As of September 30, 2023, we had no off-balance sheet arrangements in the nature of guarantee contracts, retained or contingent interests in assets transferred to entities (or similar arrangements serving as credit, liquidity or market risk support to entities for any such assets), or obligations (including contingent obligations) arising out of variable interests in entities providing financing, liquidity, market risk or credit risk support to us, or that engage in leasing, hedging or research and development services with us. Critical Accounting Policies and Estimates The preparation of our Financial Statements in accordance with generally accepted accounting principles is based on the selection and application of accounting policies that require us to make significant estimates and assumptions about the effects of matters that are inherently uncertain. We consider the accounting policies discussed below to be critical to the understanding of our Financial Statements. Actual results could differ from our estimates and assumptions, and any such differences could be material to our Financial Statements. Share-based compensation – We utilize share-based compensation in the form of incentive stock options. The fair values of incentive stock option award grants are estimated as of the date of grant using a Black-Scholes option valuation model. Compensation expense is recognized in the statements of operations on a straight-line basis over the requisite service period, which is generally the vesting period required to obtain full vesting. The expected term of the awards granted is estimated using the simplified method which computes the expected term as the sum of the award’s vesting term plus the original contractual term divided by two. Warrant Liability – Warrants to purchase common stock were issued in connection with equity financing raises which occurred during 2019 through 2021. The fair values of the warrants are estimated as of the date of issuance and again at each year end using a Black-Scholes option valuation model. At issuance, the fair value of the warrant is recognized as an equity issuance cost within additional paid-in-capital. Fair value adjustments to the warrant liability are recognized in other income (expense) in the statements of operations. The expected term of the awards granted are based on either the three-year or five-year contractual expiration date. Black Scholes Inputs - The fair value of each stock option award and warrant issued was estimated on the date of grant using a Black-Scholes option-valuation model, which requires management to make certain assumptions regarding: (i) fair value of the common stock that underlies the stock option; (ii) the expected volatility in the market price of our common stock; (iii) dividend yield; (iv) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise (referred to as the expected term). Under the Black-Scholes option-valuation model, entities typically estimate the expected volatility based on historical volatilities of the entity’s own common stock. Based on the lack of historical data of volatility for the Company’s common stock, the Company based its estimate of expected volatility on a weighted average of the historical volatility of comparable public companies that manufacture similar products and are similar in size, stage of life cycle, and financial leverage. The fair value of the common stock that underlies the stock option is estimated by the Company considering the price of the most recent issuance of the Company’s common stock. The dividend yield is based upon the assumption that the Company will not declare a dividend over the life of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for bonds with maturities consistent with the expected term of the related award. 31 Table of Contents ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required. ITEM 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures. As of September 30, 2023, 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 September 30, 2023 at a reasonable level of assurance. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims. There are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of more than 5% of our common stock is an adverse party or has a material interest adverse to our interest ITEM 1A. RISK FACTORS Not required for smaller reporting companies. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Sales of Unregistered Securities during the three months ended September 30, 2023. The Company did not sell any unregistered securities during the three months ended September 30, 2023. (b) Issuer Repurchases of Securities during the three months ended September 30, 2023. The Company did not repurchase any of its securities during the three months ended September 30, 2023. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 Table of Contents ITEM 5. OTHER INFORMATION Not applicable. ITEM 6. EXHIBITS See “Index to Exhibits” for a description of our exhibits. Index to Exhibits Exhibit No. Description 3.1 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). 3.2 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). 3.3 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). 3.4 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) 3.5 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) 3.6 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) 3.7 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). 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101* The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter September 30, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language), (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements. 104* Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). * Filed herewith. ** Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementary to the Securities and Exchange Commission a copy of any omitted exhibits upon request. 33 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEXGEL, INC. Date: November 13, 2023 By: /s/ Adam Levy Name: Adam Levy Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Adam E. Drapczuk III Name: Adam E. Drapczuk III Title: Chief Financial Officer (Principal Financial Officer) 34