Material Agreement, Financial Obligation (Form 8-K)

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 $0.001 per share (the "Common Stock"), exercisable for an aggregate of 1,008,334 shares of Common Stock (the "Warrants"), in a private placement (the "Offering") for aggregate gross proceeds to the Company of $1,210,000.

The terms of the Notes and the Warrants are substantially the same as the terms of the convertible promissory notes and warrants previously issued by the Company in the private placement that closed on April 17, 2026, as more fully described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on April 21, 2026 (the "Prior 8-K"), which description is incorporated herein by reference, except that the Purchase Agreement does not include (i) the additional-purchase right granted to certain "Qualified Buyers" on the six-month and nine-month anniversaries of the closing date or (ii) the escrow funding mechanic, in each case as described in the Prior 8-K. The Notes are convertible into shares of Common Stock at an initial conversion price of $0.60 per share, and the Warrants have an exercise price of $0.80 per share and expire on the five-year anniversary of their issuance date.

The Company intends to use the net proceeds of the Offering for working capital purposes.

In connection with the Offering, the Company and the Buyers also entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company agreed to file with the SEC, no later than seventy-five (75) calendar days following the closing date, a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, and to use its reasonable best efforts to have such registration statement declared effective by the SEC no later than one hundred fifty (150) calendar days following the initial filing date.

Alere Financial Partners, a division of Cova Capital Partners, LLC, acted as placement agent in connection with the Offering, on the same terms as those previously disclosed in the Prior 8-K.

The foregoing descriptions of the Purchase Agreement, the Notes, the Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Note, the form of Warrant and the form of Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 4.1, 4.2 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Notes is incorporated herein by reference. The Company incurred the obligations under the Notes upon the closing of the Offering.