CEO — Brian Kieser: The filing discloses the appointment of a sitting board member as Interim CEO, which is a succession event rather than a departure, though the interim nature suggests a recent or impending executive change.

of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

President and Chief Executive Officer — Adam Levy: Mr. Levy entered into a new executive employment agreement, renewing his role as President and CEO.

Chairperson of the Board’s Audit Committee and member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee — Scott Henry: Mr. Henry resigned to lighten his schedule and give attention to other business ventures and personal matters.

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. Between May 11, 2026 and May 14, 2026, NexGel, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Buyers ”), pursuant to which the Company issued and sold to the Buyers (i) unsecured convertible promissory notes in the aggregate original principal amount of $1,210,000 (the “ Notes ”) and (ii) warrants to purchase shares of the Company’s common stock, par value $0.…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Director — Brian J. Kieser and Kevin M. Harris: Brian J. Kieser and Kevin M. Harris were appointed to the board of directors.

Chief Financial Officer — Ian Blackman: The company appointed Ian Blackman as the new Chief Financial Officer.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 22, 2026, NexGel, Inc. (the “ Company ”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Na…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. Amendment No. 1 to Asset Purchase and Exclusive License Agreement As previously disclosed, on March 6, 2026, NexGel, Inc. (the “ Company ”) entered into an Asset Purchase and Exclusive License Agreement (the “ Original License Agreement ”) with Celularity Inc. (“ Celularity ”), pursuant to which Celularity agreed to grant to the Company an exclusive license to Celularity’s commercial-stage regenerative biomaterials portfolio and certain development-…

Completion of Acquisition or Disposition of Assets. On April 17, 2026, the Company completed the transactions contemplated by the License Agreement, pursuant to which the Company acquired an exclusive license to the Business, on the terms described under

Other Events. Press Release On March 10, 2026, the Company issued a press release announcing the transaction relating to the Business. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Excha…

Entry into a Material Definitive Agreement. On March 6, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”), entered into an Asset Purchase and Exclusive License Agreement (the “ Agreement ”) with Celularity, Inc., a Delaware corporation (the “ Licensor ”), whereby the Licensor granted to the Company an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Licensor agreed to sell to the…

This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 9, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement with a certain institutional investor (the “ Investor ”) named therein (the “ Purchase Agreement ”) providing for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original principal amount of $56,667,667 (the “ Convertible Note Facili…

Creation of a Direct Financial Obligation. The information set forth under

Director and Chairperson of the Board's Compensation Committee — Nachum Stein: Mr. Stein resigned to lighten his schedule and focus on other business ventures.

Interim Chief Financial Officer — Adam E. Drapczuk III: Mr. Drapczuk was appointed as the Interim Chief Financial Officer, replacing Joseph F. McGuire.

of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Regulation FD Disclosure On December 11, 2025, NexGel, Inc. (the “ Company ”) issued a press release regarding the Company’s spin-off of a portion of its drug delivery program to NexGelRx, Inc. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information in

Results of Operations and Financial Condition On November 11, 2025, NexGel, Inc. (the “ Company ”) issued a press release reporting the Company’s results for the quarter ended September 30, 2025 , a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Results of Operations and Financial Condition On August 12, 2025, NexGel, Inc. (the “ Company ”) issued a press release reporting the Company’s results for the quarter ended June 30, 2025 , a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.