UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 96, 2026

NEXGEL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41173

26-4042544

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

2150 Cabot Boulevard West, Suite B

Langhorne, Pennsylvania

19047

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 702-8550

(Former name or former address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	NXGL	The Nasdaq Capital Market LLC
Warrants to Purchase Common Stock	NXGLW	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Securities~~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 Company assets related to the portfolio (collectively, the “Business”).

~~On February~~Consideration 9,for ~~2026, NexGel, Inc., a Delaware corporation (~~the ~~“Company”) entered into a Securities Purchase Agreement~~Business ~~with~~will aconsist ~~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~~35.0 ~~(the~~million ~~“Convertible Note Facility”), providing for the purchase by the Investor,~~ in ~~one or more closings~~cash, ofsubject ~~(i) series A senior secured convertible notes up~~ to ancertain ~~aggregate original principal amount of up to $1~~adjustments,~~797,381 (the~~ ~~“Series~~which Awill ~~Convertible~~include ~~Notes,” and the shares of common stock, par value $0.001 per share~~ (~~“Common Stock”~~i) ~~issuable pursuant to the terms of the Series A Convertible Notes (the “Series A Conversion Shares”) in~~ a ~~registered direct pursuant to a currently effective shelf registration statement on Form S-3 (File No~~$15.0 ~~333-264282),~~million ~~which~~upfront ~~has~~payment ~~been declared effective by the United States Securities~~ and ~~Exchange Commission (the “SEC”) on June 7, 2023 and~~ (ii) ~~series B senior secured convertible notes up to~~ an ~~aggregate~~additional ~~original principal amount of up to~~ $~~54,869,286~~20.0 ~~(or~~million ~~such other amount as the Company and the Investor shall mutually agree~~ in ~~writing)~~potential ~~(the~~milestone ~~“Series~~payments Bbased ~~Convertible~~on ~~Notes,”~~net ~~together with~~sales ~~the~~targets ~~Series~~related ~~A Convertible Notes, the “Convertible Notes”) and the shares of common stock issuable pursuant~~ to the terms of the Series B Convertible Notes (the “Series B Conversion Shares”, and collectively with the Series A Conversion Shares, the “Conversion Shares”)), in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities ActBusiness.

The ~~Series~~ AAgreement ~~Convertible~~contains ~~Notes were issued on February 10~~customary representations, ~~2026~~warranties, ~~and the Company received gross proceeds of $1~~covenants,~~797,381~~ ~~before deducting expenses~~indemnifications, ~~which~~ ~~proceeds~~and ~~shall be subject to the terms of a deposit account control agreement~~agreements. ~~The~~Among Company is required to use the net proceeds from the offering of the Series A Convertible Notes primarily for an approved future acquisition as further described in the Purchase Agreement (the “Approved Acquisition”). The Company agreed not to use the net proceeds for certain purposes, including satisfaction of other ~~indebtedness~~ancillary ~~(except as specifically permitted)~~agreements, ~~redemption or repurchase of securities (except as permitted), or settlement of outstanding litigation. If~~ the ~~Company~~Agreement ~~consummates the Approved Acquisition no later than April 15, 2026, subject to~~contemplates ~~certain~~that ~~other conditions,~~ the ~~Investor~~parties will beenter ~~required~~into toa ~~purchase~~contract ~~Series~~manufacturing Bagreement ~~Convertible~~and ~~Notes~~sublease inagreement uprelated to ~~an aggregate original principal amount of $14,869,286 at an additional closing pursuant to~~ the ~~Purchase Agreement, all of which proceeds will be used for the Approved Acquisition, except for certain expenses payable on behalf of the Investor~~Business.

~~The Purchase~~Each ~~Agreement~~party’s ~~contains~~obligation to ~~representations~~consummate ~~and warranties of~~ the ~~Company~~transaction ~~typical~~is ~~for~~subject ~~transactions of this type, including representations and warranties relating~~ to ~~organization~~customary ~~and~~conditions ~~authorization,~~as ~~issuance~~set ~~and~~out ~~validity~~in of the ~~securities~~Agreement, ~~compliance~~including ~~with securities laws and effectiveness of~~ the ~~registration~~Company’s ~~statement,~~receipt ~~absence~~ of financing ~~conflicts,~~in ~~SEC~~an ~~filings~~amount ~~and~~sufficient ~~financial~~to ~~statements,~~pay ~~capitalization,~~the ~~absence~~initial of$15.0 ~~litigation, and~~million ~~other~~upfront ~~customary matters~~payment. ~~The~~In ~~Purchase~~addition, the Agreement ~~also~~ contains ~~representations~~customary ~~and~~termination rights ~~warranties~~ of the ~~Investor, including that each Investor is a qualified institutional investor or institutional accredited investor acquiring the securities for investment purposes~~parties.

~~The Purchase~~This ~~Agreement~~summary ~~also~~of ~~contains~~certain ~~customary affirmative and negative covenants, including covenants relating to filing and maintenance~~terms of ~~registration~~the ~~statements,~~Agreement ~~listing~~does ofnot ~~securities,~~purport ~~reservation~~to ofbe ~~shares,~~complete ~~restrictions~~and onis ~~issuance~~subject ~~of competing securities during specified periods~~to, and ~~participation~~qualified ~~rights~~ in ~~certain~~its ~~subsequent~~entirety ~~financings.~~by, ~~The Purchase Agreement also obligates~~ the ~~Company~~full totext ~~indemnify~~of the Agreement, ~~Investor~~a ~~and~~copy ~~its~~of ~~affiliates~~which ~~for~~is ~~certain~~attached ~~losses~~hereto ~~resulting~~as ~~from~~Exhibit ~~any~~10.1 ~~breach~~and ofis ~~representations,~~hereby ~~warranties~~incorporated orinto ~~covenants~~this inCurrent ~~the~~Report ~~transaction documents,~~on orForm ~~any third~~8-~~party~~K ~~claims~~(this ~~arising out of the execution or performance of the transaction documents or the Investor’s~~“Form ~~status~~8-K”) asby ~~investors in the Company~~reference.

~~Palladium Capital~~The ~~Group~~Agreement ~~the~~has ~~“Placement~~been ~~Agent”)~~included solely ~~acted~~to asprovide ~~the~~investors ~~Company’s~~and ~~placement~~security ~~agent~~holders with ~~respect~~information toregarding ~~the~~its ~~Convertible Notes~~terms. ~~The~~It ~~Company~~is ~~agreed~~not tointended ~~pay~~ to ~~the~~be a ~~cash~~source ~~fee~~of ~~equal~~financial, business or operational information, or to 7%provide ofany ~~the~~other ~~aggregate~~factual ~~gross~~information, ~~proceeds~~about ~~raised~~the ~~from~~Company, the ~~Convertible~~Licensor ~~Notes~~or attheir ~~the~~respective ~~time~~subsidiaries ~~and~~or ifaffiliates. ~~the~~The ~~Company~~representations, ~~consummates~~warranties ~~the~~and ~~Approved~~covenants ~~Acquisition;~~contained ~~provided,~~in ~~however,~~ the ~~Placement~~Agreement ~~Agent~~are ~~has~~made ~~agreed~~only tofor ~~convert 25%~~purposes of ~~this~~the Agreement ~~cash~~and ~~fee~~are ~~into~~made aas ~~form~~ of ~~convertible~~specific ~~promissory~~dates; ~~note~~are tosolely befor ~~agreed~~the tobenefit ~~between~~of the ~~Company~~parties ~~and~~(except ~~the~~as ~~Placement~~specifically ~~Agent.~~set ~~Additionally~~forth therein); may be subject to qualifications and atlimitations agreed upon by the ~~time~~parties ~~and~~in ifconnection wewith ~~consummate~~negotiating the ~~Approved~~terms ~~Acquisition,~~of the ~~Company~~Agreement; ~~agreed~~and may tobe ~~issue~~subject to ~~Placement~~standards ~~Agent~~of ~~warrants~~materiality and knowledge applicable to ~~purchase~~the contracting parties that ~~number~~ ofdiffer ~~shares~~from ofthose ~~Common~~applicable ~~Stock~~to ofinvestors or ~~the~~security ~~equal~~holders. toInvestors 7%and ofsecurity ~~the~~holders ~~aggregate~~should ~~number~~not ofrely ~~shares~~on ofthe ~~Common~~representations, ~~Stock~~warranties (and covenants or ~~Common~~any ~~Stock~~description ~~equivalent,~~thereof ifas ~~applicable)~~characterizations ~~sold~~of inthe actual state of facts or condition of the ~~offering~~Company, (the ~~“Placement~~Licensor ~~Agent~~or ~~Warrants”).~~any ~~The~~of ~~Placement~~their ~~Agent~~respective ~~Warrants~~subsidiaries ~~will~~or ~~(x)~~affiliates. ~~provide~~Moreover, ~~for~~information ~~cashless~~concerning ~~exercise,~~the ~~(y)~~subject ~~have~~matter anof ~~exercise~~the ~~price~~representations, ~~equal~~warranties toand covenants may change after the date ~~offering~~of ~~price~~the ~~per~~Agreement, ~~share~~as inapplicable, atwhich ~~closing~~subsequent ~~and~~information ~~(z)~~may ~~expire on~~or ~~the~~may ~~five~~not ~~(5)~~be ~~year~~fully ~~anniversary~~reflected ~~from~~in ~~issuance~~public disclosures.

~~Convertible Notes~~Item 8.01. Other Events.

~~Pursuant to~~Press the Purchase Agreement, the Company will issue the two series of convertible notes in this offering: (i) Series A Convertible Notes issued in a registered direct offering pursuant to the Company’s effective shelf registration statement on Form S-3 and a related prospectus supplement and (ii) Series B Convertible Notes to be issued, in one or more closings, in a private placement pursuant to Section 4(a)(2) of the Securities Act, and Regulation D promulgated thereunderRelease

~~The Convertible~~On ~~Notes~~March ~~are~~10, ~~issued~~2026, ~~pursuant~~the toCompany issued ~~substantially~~a ~~identical~~press ~~forms,~~release ~~with~~announcing ~~certain~~the ~~provisions~~transaction ~~applicable~~relating ~~only~~ to ~~one series or~~ the ~~other~~ Business. ~~Specifically, the Series~~ A ~~Convertible~~copy ~~Notes,~~of ~~and~~ the ~~Series~~press Arelease ~~Conversion~~is ~~Shares~~filed ~~were~~as ~~registered~~Exhibit at99.1 ~~issuance under the prospectus~~hereto ~~supplement~~ and ~~the~~incorporated ~~Series~~herein ~~B Conversion Shares will be freely transferable~~ by ~~the~~reference ~~holders,~~in ~~while~~its ~~the~~entirety. ~~Series~~This Binformation ~~Convertible~~shall ~~Notes~~not ~~will~~ be ~~issued~~ indeemed a“filed” ~~private~~for ~~placement~~purposes ~~and~~of ~~accordingly~~Section 18 of the ~~Series~~Securities BExchange ~~Conversion~~Act ~~Shares~~of ~~are~~1934, ~~subject~~as toamended ~~transfer restrictions under applicable securities laws. The Company entered into a Registration Rights Agreement~~ (asthe ~~defined~~“Exchange ~~below~~Act”) ~~with the Investor~~, ~~pursuant~~or toincorporated ~~which~~by ~~the~~reference ~~Company is obligated to file a registration statement registering the Series B Conversion Shares and maintain its effectiveness~~ in ~~accordance~~any ~~with~~filing under the ~~terms~~Securities Act of ~~such~~1933, ~~agreement.~~as ~~Certain~~amended, ~~provisions~~or in the ~~forms~~Exchange ~~of Convertible Notes~~Act, ~~such~~except as ~~events~~shall ofbe ~~default~~expressly ~~relating~~set toforth ~~registration statement~~by ~~effectiveness~~specific ~~and~~reference ~~obligations~~in tosuch a ~~deliver unlegended shares, apply only to the Series B Convertible Notes~~filing.

~~Except as~~Equity ~~otherwise~~Line ~~specified, references to the “Convertible Notes” in this Current Report on Form 8-K apply to both the Series A Convertible Notes and the Series B Convertible Notes, and the description~~ of ~~the~~Credit ~~terms of the Convertible Notes set forth below applies equally to both series unless otherwise indicated.~~Facility

The ~~Convertible~~ ~~Notes~~Company ~~bear~~is ~~interest~~currently in atdiscussions awith ~~rate~~an ofunrelated ~~10%~~third ~~per~~party ~~annum~~accredited investor (~~increasing~~the “Investor”) with respect to ~~18%~~an ~~per~~equity line ~~annum~~of ~~upon~~credit ~~the~~facility ~~occurrence~~pursuant ~~and~~to ~~during~~which, the ~~continuance of~~Company anwould ~~Event~~have ofthe ~~Default),~~right ~~with~~to ~~interest~~issue ~~payable~~and ~~monthly~~sell onto the ~~first~~Investor, ~~Trading~~from ~~Day~~time ofto ~~each~~time ~~calendar~~as ~~month~~provided therein, ~~commencing~~and ~~May~~the 1Investor must purchase from the Company, ~~2026.~~up ~~Each~~to ~~Convertible Note~~an ~~will~~aggregate ~~mature~~of on$100 million (the ~~two~~“Commitment (2Amount”) in ~~year~~newly ~~anniversary~~issued shares of the ~~applicable~~Company’s ~~issuance~~common ~~date~~stock, ~~subject~~par tovalue ~~adjustment~~$0.001 ifper share, at certain ~~conditions~~discounts ~~with~~to ~~respect~~the market price thereof, subject to the ~~Approved~~satisfaction ~~Acquisition~~or ~~are~~waiver ~~not~~of ~~met~~certain conditions.

~~The Series~~Forward-Looking A Convertible Notes are convertible into shares of Common Stock at a fixed Conversion Price of $1.244 per share, subject to adjustment as provided in the Series A Convertible Notes. The holder may elect to convert the Convertible Notes at an Alternate Conversion Price, subject to certain conditions, which provides for conversion at a discounted price based on recent trading VWAP. The Alternate Optional Conversion Price is equal to the lower of (i) the Conversion Price or (ii) the greater of (x) the Floor Price (as defined below) or (y) 95% of the average VWAP during the ten (10) consecutive Trading Day period ending on the trading day immediately preceding delivery of the conversion notice. The Alternate Event of Default Conversion Price is equal to the lower of (i) the Conversion Price or (ii) the greater of (x) the Floor Price or (y) 80% of the average VWAP during the ten (10) consecutive trading day period ending on the trading day immediately preceding delivery of the conversion notice. The Floor Price is $0.2488 per share, subject to adjustment.Statements

~~Pursuant~~This Form 8-K contains tocertain ~~the~~forward-looking ~~Purchase~~statements ~~Agreement,~~within the ~~issuance~~meaning of the ~~Series~~federal Bsecurities ~~Convertible~~laws. ~~Notes~~These atforward-looking ~~the~~statements ~~Company’s~~generally ~~option shall be subject to and conditioned~~are onidentified ~~the~~by ~~Company receiving~~ the ~~required~~words ~~stockholder~~“believe,” ~~approval~~“project,” ~~for~~“expect,” ~~the~~“anticipate,” ~~following~~“estimate,” “intend,” ~~matters:~~“strategy,” ~~(i)~~“future,” ~~the~~“opportunity,” ~~redomestication~~“plan,” ~~of the Company to the State~~“may,” of“should,” ~~Nevada~~“will,” ~~(ii)~~“would,” ~~the~~“will ~~approval~~be,” of“will ~~one~~continue,” or“will ~~more~~likely result” ~~reserve~~and ~~stock~~similar ~~splits~~expressions, ~~over~~but the ~~next~~absence ~~twelve~~of ~~(12)~~these ~~months~~words updoes tonot anmean ~~aggregate~~that ~~ratio~~a ofstatement ~~250~~is ~~shares~~not forward-tolooking. Forward-1looking ~~share,~~statements ~~(iii)~~are ~~approval~~predictions, ofprojections ~~the~~and ~~increase~~other ofstatements ~~the~~about ~~authorized~~future ~~shares~~events ofthat ~~Common~~are ~~Stock~~based ofon ~~the~~current ~~Company~~expectations ~~from 25,000,000 to 250,000,000,~~ and ~~(iv)~~assumptions ~~the~~and, ~~approval~~as ofa ~~the~~result, ~~issuance~~are ofsubject ~~all~~to ofrisks ~~the Securities in compliance with the rules~~ and ~~regulations of Nasdaq Capital Markets~~uncertainties.

~~The~~Many factors could cause ~~Convertible~~actual ~~Notes~~future events to differ materially from the forward-looking statements in this Form 8-K, including but not limited to risks and uncertainties that are ~~senior~~described ~~secured~~in ~~obligations~~the “Risk Factors” section of the Company,’s ~~secured~~Annual byReport ~~Collateral~~on (Form 10-K for the year ended December 31, 2024, as ~~defined~~filed inwith the ~~Security~~Securities and ~~Pledge~~Exchange ~~Agreement~~Commission (the “SEC”) and in other reports the Company files with the SEC. You should not place undue reliance on any forward-looking statements,~~consisting~~ which are based ofonly ~~all~~on ofinformation currently available to the ~~assets~~Company and speak only as of the date of this Form 8-K. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this Form 8-K, except as required by applicable laws or regulations.

~~The~~Item Convertible Notes contain customary affirmative and negative covenants, including restrictions on incurrence of indebtedness, creation of liens, payment of dividends, redemption of equity, transfer of assets, and transactions with affiliates, as well as maintenance of minimum liquidity requirements9.01. ~~The~~Financial ~~Convertible~~Statements ~~Notes also contain customary events of default, including payment defaults, covenant breaches, cross-defaults, bankruptcy events,~~ and ~~material adverse effects~~Exhibits.

~~Security~~(d) ~~and Pledge Agreement~~Exhibits

Additionally, on February 10, 2026, the Company entered into a Security and Pledge Agreement (the “Security Agreement”) by and among the Company, and an entity that is an affiliate of the Investor, in its capacity as collateral agent, pursuant to which the Company granted to the Investor, for the ratable benefit of the Investor, a valid, perfected and enforceable first priority security interest in substantially all assets of the Company.

10.1*	Asset Purchase and Exclusive License Agreement dated March 6, 2026 between NexGel, Inc. and Celularity, Inc.
99.1	Press release issued by NexGel, Inc. on March 10, 2026.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

~~Registration~~* Certain of the schedules (and similar attachments) ~~Rights~~to ~~Agreement~~this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

On February 10, 2026, the Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), which provides the Investor with certain registration rights with respect to the resale of the Series B Conversion Shares issuable upon conversion of the Series B Convertible Notes. The Registration Rights Agreement requires the Company to prepare and file a registration statement with the SEC within 30 days after the initial issuance of Series B Convertible Notes to register the resale of the Series B Conversion Shares and cause such registration statement to be declared effective within 60 days after the issuance of the Series B Convertible Notes (or 120 days in the event of a full SEC review). In the event that the Company fails to file the registration statement by the prescribed deadline, or such registration statement is not declared effective by the prescribed deadline, or the Company fails to maintain the effectiveness of such registration statement or satisfy certain public information requirements, then the Company shall pay to each holder of Series B Convertible Notes an amount in cash equal to two percent (2%) of the original principal amount stated in such holder’s Series A Convertible Notes, payable on the date of such failure and on every 30-day anniversary thereof until such failure is cured.SIGNATURES

~~Capitalized~~Pursuant ~~terms~~to ~~used~~the ~~but~~requirements ~~not~~of ~~otherwise defined in this Current Report on Form 8-K have~~ the ~~meanings~~Securities ~~assigned~~Exchange toAct ~~them~~of in1934, the ~~Purchase~~registrant ~~Agreement, the~~has ~~form~~duly ofcaused ~~Convertible~~this ~~Notes,~~report ~~the~~to ~~Security~~be ~~Agreement,~~signed ~~the~~on ~~Registration~~its ~~Rights~~behalf ~~Agreement, or~~ by the ~~other~~undersigned ~~transaction~~hereunto ~~documents,~~duly ~~as applicable~~authorized.

The foregoing summary of the Purchase Agreement, form of Convertible Notes, Security Agreement, and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the form of Series A Convertible Note and Series B Convertible Note, Security Agreement, and Registration Rights Agreement, the forms of which are filed with this Current Report on Form 8-K as Exhibit 10.1, 4.1, 4.2, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Date: March 10, 2026

	NEXGEL, INC.

	By:	/s/ Adam Levy
		Adam Levy
		Chief Executive Officer

Item 2.03. Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Convertible Notes and the Company’s obligations thereunder is incorporated herein by reference. The Company incurred the obligations under the Convertible Notes upon execution of the Purchase Agreement on February 9, 2026.

Item 3.02 Unregistered Sales of Equity Securities.

Information regarding unregistered sales of securities set forth under Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.

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.

Item 7.01 Regulation FD Disclosure.

On February 10, 2026, the Company issued a press release announcing that the Company entered into the Purchase Agreement and Convertible Notes. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information provided in this Item 7.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Series A Senior Secured Convertible Notes
4.2		Form of Series B Senior Secured Convertible Notes
10.1		Form of Securities Purchase Agreement, dated February 9, 2026, between NexGel, Inc. and the Investor
10.2		Form of Security and Pledge Agreement
10.3		Form of Registration Rights Agreement
99.1		Press Release, dated February 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 11, 2026
	NEXGEL, INC.
	By:	/s/ Adam Levy
		Adam Levy
		Chief Executive Officer

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