Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Scott R. Henry Board Appointment

On January 16, 2023, Scott R. Henry (the "Board Appointees") was appointed to the board of directors (the "Board") of NexGel, Inc. (the "Company") to serve for a term expiring at the Company's next annual meeting of stockholders or his successor is duly elected and qualified. Mr. Henry was also appointed as a member to the Audit Committee of the Board.

Mr. Henry, CFA, is a Managing Director, Senior Research Analyst at ROTH Capital Partners with 20 years of sell-side coverage in the pharmaceutical, biotechnology and medical device sectors. He has previously held positions with firms including Oppenheimer, Thomas Weisel Partners, ABN AMRO and Leerink Swann & Co. Mr. Henry has received numerous awards, including rankings in the Wall Street Journal "Best on the Street" stock picking survey, Forbes/Zacks Investment Research "Best Analysts" for the drugs category and Forbes.com/StarMine rankings for earnings estimate accuracy. His investment views have been cited in the Wall Street Journal and the New York Times, and he has made frequent appearances on CNBC, CBS MarketWatch and Bloomberg. Mr. Henry attended the University of Rhode Island and received an M.B.A. with distinction from Cornell University.

There have been (i) no compensation or other arrangements entered into between the Company and Mr. Henry in connection with his appointment to the Board or the Audit Committee at this time and (ii) no transactions between the Company and Mr. Henry or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Yaakov Spinrad Board Resignation

On January 16, 2023, Yaakov Spinrad resigned as a member of the Board. Mr. Spinrad was a member of the Board's Compensation Committee and Nominating and Corporate Governance Committee. Mr. Spinrad's resignation was not as a result of any disagreement with the Company or any of its subsidiaries on any matters related to their operation, policies or practices. A copy of Mr. Spinrad's resignation letter dated January 16, 2023 is attached hereto as Exhibit 17.1.

Board Committees Reconstitution

On January 16, 2023 and in connection with Mr. Henry's appointment, Mr. Spinrad's resignation, and the determination that all members of the Board except for Adam Levy are "independent" (as defined by the applicable rules and statues), the Board reconstituted its Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee as follows:





Audit Committee            Compensation Committee    Nominating and Corporate Governance
                                                     Committee
Steve Glassman             Steve Glassman            David Stefansky
Scott Henry                David Stefansky (Chair)   Miranda Toledano
Miranda Toledano (Chair)   Nachum Stein              Jerry Zeldis (Chair)


Item 8.01 Other Events.

On January 17, 2023, the Company issued a press release regarding the appointment of Mr. Henry to the Board. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
No.       Description

17.1        Resignation letter of Yaakov Spinrad dated January 16, 2023
99.1        Press release of NexGel, Inc. issued January 17, 2023.
104       Cover Page Interactive Data File (formatted as Inline XBRL)

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