Item 5. Other Information
ITEM
5. OTHER INFORMATION
Rule
10b5-1 Trading Plans
During
the quarter ended September 30, 2024, the officers and directors listed below adopted , modified , or terminated trading plans intended
to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
On September
23, 2024 , Scott R. Henry , a member of our board of directors , entered into a trading plan that provides for the sale of
an aggregate of up to 21,000 shares of our common stock. The plan will terminate on September 20, 2025 , subject to early
termination for certain specified events set forth in the plan.
On September
24, 2024 , Adam R. Levy , our Chief Executive Officer and a member of our board of directors, entered into a trading plan that
provides for the sale of an aggregate of up to 32,000 shares of our common stock. The plan will terminate on September
24, 2025 , subject to early termination for certain specified events set forth in the plan.
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Table of Contents
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, 2024, 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.
38
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, 2024
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)
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.