NEXGEL, INC. 10-Q

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 condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q, 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; 29 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. There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the section titled and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties. No assurance can be given that any goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law. 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 distribute our products as a contract manufacturer, supplying our gels to third parties who incorporate them into their own products. We also have a line of branded consumer products sold direct to consumers and custom and white label opportunities, which focuses on combining our gels with proprietary branded products and white label opportunities. All of our gel 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. Our joint venture with CG Laboratories, Inc. called CG Converting and Packaging, LLC, which is located in Granbury, Texas in which we own a 50% interest, allowing us to expand our ability to deliver finished goods to our growing customer base. Lines of Business We have five distinct lines of business; Contract Manufacturing, Custom & White Label, Consumer Branded Products, Medical Devices/Other, and BioNx. 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. 30 Table of Contents 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. We are responsible for sales, marketing, and distribution. The products we sell under our MedaGel brand primarily relate to healthcare over-the-counter (“OTC”) remedy solutions, such as blister and pain applications. In December 2023 we added a second consumer product brand when we completed the purchase of the Kenkoderm brand. The Kenkoderm skincare line was originally developed by a dermatologist to provide gentle to the skin products for consumer with psoriasis. In May 2024, we added our third consumer product brand with the purchase of the Silly George brand. Silly George is a beauty brand primarily focused on false eyelashes and other eye related products. We continue to look for additional potential acquisitions as part of our consumer product ‘roll-up” strategy. Biomaterial Products These products are licensed from the Celularity transaction, as disclosed in Note 1, and the acquired portfolio includes 6 established products with over a decade of clinical use and existing reimbursement coverage We are responsible for sales, marketing and distribution. Medical Devices/Other 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. We 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 us, but also be offered to a distributor to reach the full scale of the market. Other includes freight charged to customers who purchase the Company’s branded consumer products through their Shopify stores. Results of Operations The following sections discuss and analyze the changes in the significant line items in the accompanying condensed consolidated statements of operations for the comparison periods identified. Comparison of the Three Months ended June 30, 2026 and 2025 ($ in thousands) Revenues, net Three Months Ended June 30, 2026 2025 Revenues, net $ 3,686 $ 2,884 For the three months ended June 30, 2026 revenues were $3,686 and increased by $802, or 27.8%, when compared to $2,884 for the three months ended June 30, 2025. The increase in our overall revenues was primarily due to new Biomaterial product revenue of $814. Cost of revenues are as follows for the three months ended June 30, 2026 and 2025 ($ in thousands): Three Months Ended June 30, 2026 2025 Cost of revenues $ 2,578 $ 1,626 Cost of revenues increased by $952, or 58.5%, to $2,578 for the three months ended June 30, 2026, as compared to $1,626 for the three months ended June 30, 2025. The increase in cost of revenues is primarily aligned with the increase in sales from the new Biomaterial products, combined with increased freight and royalty costs. 31 Table of Contents Gross profit Our gross profit was $1,109 for the three months ended June 30, 2026 compared to a gross profit of $1,258 for the three months ended June 30, 2025. The decrease of $149 in gross profit recorded for the three months ended June 30, 2026, as compared to June 30, 2025, was primarily due to the initial Biomaterial product sales at lower margin combined with higher inventory write off, freight and royalty costs. Gross profit was 30.1% for the three months ended June 30, 2026 compared to a gross profit of 43.6% for the three months ended June 30, 2025. Selling, general and administrative expenses . Selling, general and administrative expenses are as follows for the three months ended June 30, 2026 and 2025 ($ in thousands): Three Months Ended June 30, 2026 2025 Selling, general and administrative expenses $ 3,594 $ 1,894 Selling, general and administrative expenses increased by $1,700 or 89.8%, to $3,594 for the three months ended June 30, 2026, as compared to $1,894 for the three months ended June 30, 2025. The increase in Selling, general and administrative expenses is primarily attributable to $657 in costs related to establishing and running the BioNX Surgical division to sell Biomaterial products, along with $756 in amortization of the intangible asset related to the Celularity license agreement. Research and development expenses Research and development expenses were $20 and $0 for the three months ended June 30, 2026 and June 30, 2025. Research and development expenses are related to research costs incurred for potential products for existing or new customers. Comparison of the Six Months ended June 30, 2026 and 2025 ($ in thousands) Revenues, net Six Months Ended June 30, 2026 2025 Revenues, net $ 6,336 $ 5,690 For the six months ended June 30, 2026 revenues were $6,336 and increased by $646, or 11.4%, when compared to $5,690 for the six months ended June 30, 2025. The increase in our overall revenues was primarily due to $814 in sales of Biomaterial products, offset by a $289 decline in Consumer Branded products. Cost of revenues are as follows for the six months ended June 30, 2026 and 2025 ($ in thousands): Six Months Ended June 30, 2026 2025 Cost of revenues $ 4,166 $ 3,244 Cost of revenues increased by $922, or 28.4%, to $4,166 for the six months ended June 30, 2026, as compared to $3,244 for the six months ended June 30, 2025. The increase in cost of revenues is primarily aligned with increase in sales combined with increased inventory write off, freight and royalty costs 32 Table of Contents Gross profit Our gross profit was $2,170 for the six months ended June 30, 2026 compared to a gross profit of $2,446 for the six months ended June 30, 2025. The decrease of $276 in gross profit recorded for the six months ended June 30, 2026, as compared to June 30, 2025 was primarily due to the initial Biomaterial product sales at lower margin combined with higher inventory write off, freight and royalty costs. Gross profit was 34.2% for the six months ended June 30, 2026 compared to a gross profit of 43.0% for the six months ended June 30, 2025. Selling, general and administrative expenses . Selling, general and administrative expenses are as follows for the six months ended June 30, 2026 and 2025 ($ in thousands): Six Months Ended June 30, 2026 2025 Selling, general and administrative expenses $ 5,613 $ 3,858 Selling, general and administrative expenses increased by $1,755, or 45.5%, to $5,613 for the six months ended June 30, 2026, as compared to $3,858 for the six months ended June 30, 2025. The increase in Selling, general and administrative expenses is primarily attributable to $657 in costs related to establishing and running the BioNX Surgical division to sell Biomaterial products, along with $756 in amortization of the intangible asset related to the Celularity license agreement. Research and development expenses Research and development expenses increased by $19 to $20 for the six months ended June 30, 2026 from $1 for the six months ended June 30, 2025. Research and development expenses are related to research costs incurred for potential products for existing or new customers. Liquidity and Capital Resources ($ in thousands) Cash Flow (in thousands) June 30, June 30, 2026 2025 Net cash used in operating activities $ (2,701 ) $ (807 ) Net cash provided by (used in) investing activities (6,587 ) (20 ) Net cash provided by (used in) financing activities 9,936 (255 ) Net increase (decrease) in cash and cash equivalents 648 (1,082 ) Cash and cash equivalents at beginning of year 1,058 1,807 Cash and cash equivalent at end of quarter $ 1,706 $ 725 As of June 30, 2026, we had $1,706 of cash and cash equivalents, compared to $1,058 of cash and cash equivalents at December 31, 2025. Net cash used in operating activities was $2,701 and $807 for the six months ended June 30, 2026 and 2025, respectively. 33 Table of Contents Net cash used in investing activities was $6,587 and $20 for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily due to the $6,502 cash payment for the acquisition of an exclusive license and related assets from Celularity, as well as $85 of capital expenditures, compared to $20 in the prior-year period. Net cash provided by financing activities for June 30, 2026 was $9,936 and was attributable to the proceeds from notes payable of $10,203 offset by principal payments of notes payable and principal payments of financing lease liabilities of $85 and debt financing costs of $182. Net cash used in financing activities for the six months ended June 30, 2025 was $255 is attributable to the principal payments of notes payable of $48 and principal payments of financing lease liabilities of $29 and payment of contingent consideration of $178. At June 30, 2026, current assets totaled $6,170 and current liabilities totaled $14,440 as compared to current assets totaling $4,338 and current liabilities totaling $2,956 at December 31, 2025. As a result, we had negative working capital of $8,270 at June 30, 2026, compared to a working capital of $1,382 at December 31, 2025. The decrease in the working capital as of June 30, 2026 is primarily attributable to the loss from operations of $3,463, an increase in non-cash derivative liability of $8,665 and proceeds from issuance of convertible debt, exclusive of Celularity financing, of $1,618. 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. 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. Off Balance Sheet Arrangements As of June 30, 2026, 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. 34 Table of Contents Critical Accounting Policies and Estimates The preparation of our accompanying condensed consolidated 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. 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, we are not required to provide the information required by this Item.