What changed in this filing

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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-04-10 · 209 added, 141 removed, 30 unchanged (92% of the section changed)

Controls and Procedures

of December 31, 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

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

chief executive officer and chief financial officer.

There are inherent limitations to the effectiveness of any system of disclosure

controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving

their control objectives.

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

Disclosure Controls and Procedures were effective as of December 31, 2023 at a reasonable level of assurance.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting during the fiscal year ended December 31, 2023 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

As of December 31, 2024, 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

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.

Our management, with the participation of our Chief Executive Officer and

Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

Based on that

evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to

material weaknesses in our internal control over financial reporting, which are described below in “Management’s Annual Report

on Internal Control over Financial Reporting”.

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

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

due to a transition period established by rules of the SEC for newly public companies or an attestation report of the Company’s

registered public accounting firm which is not required for non-accelerated filers.

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting based

on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (2013 framework).

Because of its inherent limitations, internal control over financial reporting is not intended to provide

absolute assurance that a misstatement of our financial statements would be prevented or detected.

Based on that assessment, management

has concluded that its internal control over financial reporting was not effective as of December 31, 2024 to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting

principles generally accepted in the United States of America due to the following:

(i) we have not designed controls to ensure all accounting

journals entries are reviewed and approved and (ii) we identified one individual in our accounting department who has “super user”

access and security administration rights to the financial reporting systems.

To remediate these material weaknesses, we are working

to do the following:

(i) implementing appropriate controls for accounting journal entry approvals, including the approval of our Chief

Financial Officer, and (ii) either actively monitoring any accounting user with elevated rights or assigning another employee outside

of an accounting and reporting role with elevated access.

Given we are neither an

accelerated filer nor a large accelerated filer, we are not required to include an attestation report regarding the effectiveness of

our internal controls over financial reporting of our independent registered public accounting firm in our Annual Report.

Financial Reporting Process

We have not designed controls to ensure the financial reporting process is operating effectively.

improper fair value adjustments to contingent consideration, failure to record adequate inventory reserves and various balance sheet accounts

not being properly reconciled.

We intend to design controls to ensure the financial information is accurate, complete, and recorded in

the correct period.

Change in Internal Control over Financial Reporting

There have been no changes in our internal control

over financial reporting during the fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance.

information required by this Item is set forth under the headings “Directors, Executive Officers and Corporate Governance”

and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2024 Proxy Statement to be filed with

Securities and Exchange Commission (“SEC”) within 120 days after December 31, 2023 in connection with the solicitation

of proxies for the Company’s 2024 annual meeting of shareholders and is incorporated herein by reference.

Rule 10b5-1 Trading Plans .

During the three months ended December 31, 2024,

no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate

The information required

by this Item is set forth under the headings “Directors, Executive Officers and Corporate Governance” and “Section

16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2025 Proxy Statement to be filed with the SEC within 120

days after December 31, 2024 in connection with the solicitation of proxies for the Company’s 2025 annual meeting of shareholders

and is incorporated herein by reference.

The Company has adopted an insider trading policy which governs transactions in our

securities by the Company and its directors, officers, employees, any applicable consultants and contractors (as determined by the Company),

and each of their respective family members, and is designed to promote compliance with insider trading laws, rules and regulations applicable

to the Company.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The Company has adopted

a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on the Company’s

website (https://ir.nexgel.com/corporate-governance/governance-documents) under “Governance Documents.” The Company intends

to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of its Code

of Conduct by posting such information on the website address and location specified above.

Executive Compensation

information required by this Item is set forth under the heading “Executive Compensation” and under the subheadings “Board

Oversight of Risk Management,” “Compensation of Directors,” “Director Compensation-2023” and “Compensation

Committee Interlocks and Insider Participation” under the heading “Directors, Executive Officers and Corporate Governance”

in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 and is incorporated herein

by reference.

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

information required by this Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management”

and “Equity Compensation Plan Information” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120

days after December 31, 2023 and is incorporated herein by reference.

Certain Relationships and Related Transactions and Director Independence

information required by this Item is set forth under the heading “Review, Approval or Ratification of Transactions with Related

Persons” and under the subheading “Board Committees” under the heading “Directors, Executive Officers and Corporate

Governance” in the Company’s 2024 Proxy Statement to be filed with the SEC within 120 days after December 31, 2023 and is

incorporated herein by reference.

The information required by this

Item is set forth under the heading “Executive Compensation” and under the subheadings “Board Oversight of Risk Management,”

“Compensation of Directors,” “Director Compensation-2024” and “Compensation Committee Interlocks and Insider

Participation” under the heading “Directors, Executive Officers and Corporate Governance” in the Company’s 2025

Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by this

Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation

Plan Information” in the Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024

and is incorporated herein by reference.

Certain Relationships and Related Transactions

and Director Independence

The information required by this

Item is set forth under the heading “Review, Approval or Ratification of Transactions with Related Persons” and under the

subheading “Board Committees” under the heading “Directors, Executive Officers and Corporate Governance” in the

Company’s 2025 Proxy Statement to be filed with the SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

Principal Accountant Fees and Services.

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

information required by this Item is set forth under the subheadings “Fees Paid to Auditors” and “Policy on Audit Committee

Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm” under the proposal

“Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2024 Proxy Statement

to be filed with the SEC within 120 days after December 31, 2023 and is incorporated herein by reference.

Our independent public accounting

firm is Turner Stone & Company, L.L.P., Dallas, Texas, PCAOB Auditor ID 76.

The information required by this

Item is set forth under the subheadings “Fees Paid to Auditors” and “Policy on Audit Committee Pre-Approval of Audit

and Non-Audit Services Performed by the Independent Registered Public Accounting Firm” under the proposal “Ratification of

Appointment of Independent Registered Public Accounting Firm” in the Company’s 2025 Proxy Statement to be filed with the

SEC within 120 days after December 31, 2024 and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

following documents are filed as part of this report:

The following documents are filed as part of this

(1) Financial Statements

following financial statements are included herein:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

The following financial statements are included herein:

Report of Independent Registered Public Accounting Firm (PCAOB

Consolidated Balance Sheets as of December 31, 2024 and

4 unchanged sentences

(2) Financial Statement Schedules

Underwriting Agreement dated December 21, 2021 by and between NexGel, Inc.

and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to Form 8-K, filed with the SEC on December 27, 2021).

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

and AquaMed Technologies, Inc.

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

Form of Tax Matters Agreement between Alliqua BioMedical, Inc.

and AquaMed Technologies, Inc.

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

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

and AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 2.5 to Amendment No.

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

Amendment No.

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

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

Certificate of Incorporation of AquaMed Technologies, Inc.

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

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

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

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

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).

and Restated Certificate of Incorporation of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.3 to Amendment No.

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

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AquaMed Technologies, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on November 14, 2019).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on May 29, 2020).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc.

(incorporated by reference to Exhibit 3.6 to Form S-1, filed with the SEC on December 2, 2021)

Amended and Restated Bylaws of AquaMed Technologies, Inc.

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).

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).

of Amendment to the Amended and Restated Certificate of Incorporation of NexGel, Inc.

(incorporated by reference to Exhibit 3.6 to

Form S-1, filed with the SEC on December 2, 2021)

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).

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

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

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

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

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

Warrant Agency Agreement (including form of Common Warrant) dated December 27, 2021 by and between NexGel, Inc.

and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to Form 8-K, filed with the SEC on December 27, 2021).

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

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

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

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

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

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

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

1 to Form S-1, filed

with the SEC on March 11, 2019).

Common Stock Purchase Warrant, dated March 11, 2021, issued to Auctus Fund, LLC (incorporated by reference to Exhibit 4.2 to the

Current Report on Form 8-K filed with the SEC on March 17, 2021).

Common Stock Purchase Warrant, dated March 11, 2021, issued to Auctus Fund, LLC (incorporated by reference to Exhibit 4.3 to the

Current Report on Form 8-K filed with the SEC on March 17, 2021).

of Common Stock Purchase Warrant, dated September 2, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form

8-K filed with the SEC on September 8, 2021)

Agency Agreement (including form of Common Warrant) dated December 27, 2021 by and between NexGel, Inc.

and Continental Stock Transfer

& Trust Company (incorporated by reference to Exhibit 10.1 to Form 8-K, filed with the SEC on December 27, 2021).

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

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

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

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

Design Systems, Inc.

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

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

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

(incorporated by reference

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

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

(incorporated

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

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

and Aquamed Technologies, Inc.

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

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

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

Form of Stock Purchase Agreement between NexGel, Inc.

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

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

and the members of Sport Defense LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on May 29, 2020).

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

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

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

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

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

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

(incorporated

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

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

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

Securities Purchase Agreement, dated March 11, 2021, between NexGel, Inc.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

Security Agreement, dated March 11, 2021, between NexGel, Inc.

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

Registration Rights Agreement, dated March 11, 2021, between NexGel, Inc.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on March 17, 2021).

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

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-Q filed with the SEC on August 16, 2021).

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

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

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

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

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

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

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 3, 2021).

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

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

Asset Purchase Agreement dated November 30, 2023 between NexGel, Inc.

and Olympus Trading Company, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 5, 2023).

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

and Adam Levy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 29, 2023).

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

3 to Form S-1,

filed with the SEC on April 19, 2019).

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

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

Purchase Agreement, dated March 11, 2021, between NexGel, Inc.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to

the Current Report on Form 8-K filed with the SEC on March 17, 2021).

Rights Agreement, dated March 11, 2021, between NexGel, Inc.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.3 to the

Current Report on Form 8-K filed with the SEC on March 17, 2021).

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

by and between NexGel.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on

Form 10-Q filed with the SEC on August 16, 2021).

of Securities Purchase Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form

8-K filed with the SEC on September 8, 2021).

of Registration Rights Agreement, dated September 2, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form

8-K filed with the SEC on September 8, 2021).

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

by and between NexGel.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed

with the SEC on November 3, 2021).

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

2021 by and between NexGel.

and Auctus Fund, LLC (incorporated by reference to Exhibit 10.23 to Form S-1, filed with the SEC

on December 10, 2021).

Purchase Agreement dated November 30, 2023 between NexGel, Inc.

and Olympus Trading Company, LLC (incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed with the SEC on December 5, 2023).

Purchase Agreement dated May 15, 2024 between NexGel, Inc.

and Semmens Online Pty Ltd as Trustee for Semmens Business Trust (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 20, 2024).

2025 Executive Employment Agreement dated December 30, 2024 between NexGel, Inc.

and Joseph F.

McGuire (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 6, 2025).

2025 Executive Employment Agreement dated December 30, 2024 between NexGel, Inc.

and Adam Levy (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 6, 2025).

NexGel, Inc.’s Insider Trading Policy

Consent of Turner, Stone & Company, L.L.P.

3 unchanged sentences

Section 1350 Certification of Principal Financial Officer

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

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* Filed herewith.

** Furnished herewith.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

April 10, 2024

Executive Officer and President

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities indicated as of the dates set forth below.

April 10, 2024

Executive Officer and President (Principal Executive Officer)

Adam Drapczuk III

April 10, 2024

Financial Officer (Principal Accounting and Financial Officer)

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

March 27, 2025

/s/ Adam Levy

Chief Executive Officer and President

Pursuant to the requirements

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

the capacities indicated as of the dates set forth below.

/s/ Adam Levy

March 27, 2025

Chief Executive Officer and President (Principal Executive Officer)

/s/ Joseph F.

March 27, 2025

Chief Financial Officer (Principal Accounting and Financial Officer)

/s/ Steven Glassman

March 27, 2025

Steven Glassman

April 10, 2024

/s/ Scott Henry

March 27, 2025

/s/ Nachum Stein

March 27, 2025

/s/ Jerome B.

March 27, 2025

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

What changed 10-K

Item 9A. Controls and Procedures