Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Levy Employment Agreement

On July 23, 2026, NexGel, Inc. (the "Company") entered into an Executive Employment Agreement with Adam Levy, the Company's President and Chief Executive Officer (the "Levy Employment Agreement"), effective as of July 23, 2026. Mr. Levy was previously party to a 2025 Executive Employment Agreement with the Company, dated December 31, 2024, which expired by its terms on December 31, 2025. The Levy Employment Agreement supersedes and replaces that prior agreement in its entirety.

Pursuant to the Levy Employment Agreement, Mr. Levy is paid a base salary of $375,000 per year. Mr. Levy is also eligible to receive (i) a discretionary targeted cash bonus of up to $25,000 for fiscal year 2026, based on the Compensation Committee of the Board's assessment of Mr. Levy's performance, and (ii) a cash bonus for fiscal year 2026 (pro-rated from April 17, 2026) based on the Company's achievement of specified earnings before interest, taxes, depreciation and amortization ("EBITDA") targets, equal to (a) 10% of his base salary if the Company achieves EBITDA of at least $4 million, (b) 30% of his base salary if the Company achieves EBITDA of at least $6 million, or (c) 50% of his base salary if the Company achieves EBITDA of at least $8 million. Only one of the foregoing EBITDA bonus tiers may be earned for fiscal year 2026, and the bonuses are not cumulative.

Pursuant to the Levy Employment Agreement, Mr. Levy also received a grant of options to purchase up to 160,000 shares of the Company's common stock under the Company's 2019 Long-Term Incentive Plan (the "Levy Option Grant"). To the extent qualifying as an incentive stock option under the Internal Revenue Code, the Levy Option Grant will be treated as an incentive stock option, and the remainder will be treated as a non-qualified stock option. The Levy Option Grant has a five-year term and a per share exercise price of $0.647. The Levy Option Grant vests as follows: (i) 40,000 shares vest on December 31, 2026, and (ii) the remaining 120,000 shares vest in 36 equal monthly installments of 3,334 shares (with rounding adjustments) commencing on January 31, 2027, in each case subject to Mr. Levy's continued employment with the Company on each applicable vesting date. In the event of a Change in Control (as defined in the Plan) of the Company, any unvested portion of the Levy Option Grant shall accelerate, vest and become exercisable immediately prior to the Change in Control.

The Levy Employment Agreement also provides for severance benefits in the event Mr. Levy's employment is terminated by the Company without cause or by Mr. Levy for good reason (as such terms are defined in the Levy Employment Agreement). The applicable severance period is twelve months. The severance benefits consist of (a) continued payment of Mr. Levy's base salary for twelve months, (b) a pro-rata portion of his target annual bonus for the year of termination, (c) reimbursement of COBRA premiums for twelve months, and (d) acceleration of vesting of any equity awards that would have otherwise vested through the end of such twelve-month period.