NEXGEL, INC.

NEXGEL, Inc. held its 2026 Annual Meeting of Stockholders on July 31, 2026, where several key proposals were voted upon. Stockholders approved the issuance of common stock related to recent private placement transactions and ratified the appointment of the company's independent auditor. However, significant proposals to reincorporate the company from Delaware to Nevada, increase the number of authorized common shares, and authorize a reverse stock split were all rejected, as they did not receive the required affirmative vote of a majority of outstanding shares. Six directors were elected to the board, with Scott R. Henry having resigned prior to the meeting.

NEXGEL, INC. has entered into a new Executive Employment Agreement with its President and CEO, Adam Levy, effective July 23, 2026. The agreement supersedes a prior one and outlines Mr. Levy's compensation, including an annual base salary of $375,000, eligibility for a discretionary cash bonus up to $25,000, and an EBITDA-based cash bonus tied to company performance. Additionally, Mr. Levy received a grant of options to purchase 160,000 shares of common stock at an exercise price of $0.647, with a specified vesting schedule. The agreement also details severance provisions, including enhanced benefits in the event of a Change in Control.

NEXGEL, Inc. announced the postponement of its 2026 Annual Meeting of Stockholders, originally scheduled for July 10, 2026. The meeting has been rescheduled to July 31, 2026, at 10:00 a.m. Eastern Time. This decision was made to allow additional time to solicit proxies from stockholders to secure the necessary votes for proposals. The record date, agenda, and proposals for the meeting remain unchanged, and previously submitted proxies will remain valid.

NEXGEL, INC. announced that Scott Henry notified the company of his intent to resign from its Board of Directors, effective July 1, 2026. Mr. Henry's decision was made to lighten his schedule and dedicate time to other business ventures and personal matters. He previously chaired the Audit Committee and was a member of the Compensation and Nominating and Corporate Governance Committees. The company confirmed that his resignation was not due to any disagreement with NEXGEL's operations, policies, or practices.

NexGel, Inc. announced on June 17, 2026, that it has started using a new investor presentation. This presentation provides updated information for investors and is furnished as Exhibit 99.1 to the company's current report on Form 8-K.

NexGel, Inc. will hold its 2026 Annual Meeting of Stockholders on July 10, 2026, to vote on several key proposals. These include the reincorporation from Delaware to Nevada, which encompasses an increase in authorized common stock to 100,000,000 shares and a discretionary reverse stock split (1-for-2 to 1-for-10). Stockholders will also vote on approving the issuance of over 19.99% of outstanding common stock for recent private placements to comply with Nasdaq rules. Other proposals cover the election of seven directors, an advisory vote on executive compensation, and the ratification of the independent auditor.

NEXGEL, Inc. announced that its Chief Executive Officer, Adam Levy, will present at the Planet MicroCap Conference in Las Vegas, NV. The presentation is scheduled for June 17, 2026, at 1:30 P.M. PT. The company will also have a booth at the conference, which runs from June 16-18, 2026, and investors can schedule one-on-one meetings with Mr. Levy.

NEXGEL, Inc. completed a private placement between May 11-14, 2026, raising $1.21 million in gross proceeds. The offering included unsecured convertible promissory notes totaling $1.21 million and warrants to purchase 1,008,334 shares of common stock. The company intends to use the net proceeds for working capital. Affiliates, including directors and the CEO, purchased $1.085 million of the securities, and a registration rights agreement was executed.

NexGel, Inc. acquired Celularity Inc.'s regenerative biomaterials portfolio and development programs for $13.3 million, including $8.3 million cash and a $5 million convertible note. Concurrently, the company raised $8.585 million through private placements of convertible notes and warrants in April and May 2026. For Q1 2026, NexGel reported a net loss of $927,000 on $2.65 million in revenue, compared to a $712,000 net loss on $2.806 million revenue in Q1 2025. The company noted substantial doubt about its ability to continue as a going concern, with the new acquisition expected to improve liquidity.

NEXGEL, Inc. announced the appointment of Brian J. Kieser and Kevin M. Harris to its Board of Directors on May 6, 2026. Both appointees are executives at Sequence LifeScience, which recently led a $5.5 million strategic investment to finance NEXGEL's acquisition of assets and licenses from Celularity Inc. Additionally, Mr. Kieser made a personal investment of $1 million in NEXGEL through a convertible promissory note and warrant.