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Form 8-K

sec.gov

8-K — NEXGEL, INC.

Accession: 0001493152-26-020657

Filed: 2026-04-30

Period: 2026-04-27

CIK: 0001468929

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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2026-04-27

2026-04-27

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2026-04-27

2026-04-27

0001468929

NXGL:WarrantsToPurchaseCommonStockMember

2026-04-27

2026-04-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): April 27, 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

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

Certain Officers.

Appointment

of Chief Financial Officer

On

April 27, 2026, the Board of Directors of the Company (the “Board”) appointed Ian Blackman, age 58, as Chief

Financial Officer of NexGel, Inc. (the “Company”), effective April 27, 2026. Mr. Blackman succeeds Mr. Drapczuk

as the Company’s principal financial officer and principal accounting officer.

Mr.

Blackman, 58, is a Certified Public Accountant with over 30 years of global financial leadership experience across private equity-backed

and publicly traded organizations. From February 2018 until September 2025, Mr. Blackman served as Chief Financial Officer of McIntosh

Group Inc. (and its successor, Bose Luxury), a private equity-backed luxury consumer electronics company, where he was a member of the

executive team that drove organic revenue growth and was deeply involved in two due diligence and sale processes resulting in transactions

to a private equity firm and subsequently to a strategic acquirer. From April 2017 to January 2018, Mr. Blackman served as Chief Financial

Officer, North America, for Diptyque and Byredo, two private equity-backed luxury lifestyle brands, where he was responsible for all

finance, treasury, tax and human resources functions. From 1995 to September 2011, Mr. Blackman served in roles of increasing responsibility

at Universal Music Group. Mr. Blackman began his career at Goldstein Golub Kessler and Company, where he served as an Audit Manager from

1989 to 1995. Mr. Blackman holds a Bachelor of Science (Honours) in Economics from the London School of Economics.

There

are no arrangements or understandings between Mr. Blackman and any other person pursuant to which Mr. Blackman was selected as the Company’s

Chief Financial Officer. There are no family relationships between Mr. Blackman and any director or executive officer of the Company.

There are no transactions between Mr. Blackman and the Company that would be reportable under Item 404(a) of Regulation S-K.

Blackman

Employment Agreement

In

connection with Mr. Blackman’s appointment, on April 27, 2026, the Company entered into an Executive Employment Agreement with

Mr. Blackman (the “Blackman Employment Agreement”), effective as of April 27, 2026 (the “Effective

Date”).

Pursuant

to the Blackman Employment Agreement, Mr. Blackman is paid a base salary of $250,000 per year. Mr. Blackman is also eligible to receive

a cash bonus for fiscal year 2026 (pro-rated from the Effective Date) based on the Company’s achievement of specified earnings

before interest, taxes, depreciation and amortization (“EBITDA”) targets, equal to (i) 10% of his base salary

if the Company achieves EBITDA of at least $4 million, (ii) 30% of his base salary if the Company achieves EBITDA of at least $6 million,

or (iii) 50% of his base salary if the Company achieves EBITDA of at least $8 million. Only one of the foregoing bonus tiers may be earned

for fiscal year 2026, and the bonuses are not cumulative. The Blackman Employment Agreement provides that, for fiscal years following

2026, the cash bonus structure for Mr. Blackman will be determined by the Compensation Committee of the Board.

Pursuant

to the Blackman Employment Agreement, Mr. Blackman also received an initial 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 “Blackman Initial Option Grant”).

To the extent qualifying as an incentive stock option under the Internal Revenue Code, the Blackman Initial Option Grant will be treated

as an incentive stock option, and the remainder will be treated as a non-qualified stock option. The Blackman Initial Option Grant has

a five-year term and a per share exercise price equal to the closing per share price of the Company’s common stock as reported

on the Nasdaq Capital Market on the third business day after the Company is no longer in possession of material non-public information.

The Blackman Initial Option Grant vests as follows: (i) 40,000 shares vest on the first anniversary of the Effective Date, and (ii) the

remaining 120,000 shares vest in 36 equal monthly installments of 3,334 shares (with rounding adjustments) commencing on March 31, 2027,

in each case subject to Mr. Blackman’s continued employment with the Company on each applicable vesting date. In the event of a

Change in Control (as defined in the Blackman Employment Agreement) of the Company, any unvested portion of the Blackman Initial Option

Grant shall accelerate, vest and become exercisable immediately prior to the Change in Control.

The

Blackman Employment Agreement also provides for severance benefits in the event Mr. Blackman’s employment is terminated by the

Company without cause or by Mr. Blackman for good reason (as such terms are defined in the Blackman Employment Agreement). The applicable

Severance Period (as defined in the Blackman Employment Agreement) is (i) three months if such termination occurs on or before the date

that is six months after the Effective Date, (ii) six months if such termination occurs after the date that is six months after the Effective

Date but on or before the first anniversary of the Effective Date, and (iii) twelve months if such termination occurs thereafter. The

severance benefits consist of (a) continued payment of Mr. Blackman’s base salary during the Severance Period, (b) a pro-rata portion

of his target annual bonus for the year of termination, multiplied by 25%, 50% or 100%, based on the applicable Severance Period, (c)

reimbursement of COBRA premiums during the Severance Period, and (d) acceleration of vesting of any equity awards that would have otherwise

vested through the end of the Severance Period.

In

the event Mr. Blackman’s employment is terminated by the Company without cause or by Mr. Blackman for good reason within twelve

months following a Change in Control, Mr. Blackman is entitled to (i) a lump sum payment equal to one times his then-current base salary

plus 100% of his target annual bonus, (ii) twelve months of COBRA premium reimbursement, and (iii) full acceleration of vesting of all

unvested equity awards.

The

Blackman Employment Agreement contains customary non-competition, non-solicitation, confidentiality and assignment of inventions provisions,

including a one-year post-employment non-competition restriction in the United States, a one-year post-employment employee non-solicitation

restriction, and a two-year post-employment customer and vendor non-solicitation restriction.

The

foregoing summary of the Blackman Employment Agreement is qualified in its entirety by reference to the full text of the Blackman Employment

Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Resignation

of Interim Chief Financial Officer

On

April 27, 2026, Adam E. Drapczuk III resigned from his position as Interim Chief Financial Officer of the Company in connection with

the appointment of Mr. Ian Blackman as the Company’s Chief Financial Officer, as further described below. Mr. Drapczuk’s

resignation as Interim Chief Financial Officer was not the result of any disagreement with the Company on any matter relating to its

operations, policies or practices. Following his resignation as Interim Chief Financial Officer, Mr. Drapczuk will continue to provide

financial consulting services to the Company.

Item

8.01 Other Events.

On

April 27, 2026, the Company issued a press release announcing the appointment of Mr. Blackman as its Chief Financial Officer and the

resignation of Mr. Drapczuk as Interim Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Executive Employment Agreement, dated April 27, 2026, between NexGel, Inc. and Ian Blackman.

99.1

Press Release, dated April 27, 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:

April 30, 2026

NEXGEL,

INC.

By:

/s/

Adam Levy

Adam

Levy

Chief

Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXECUTIVE

EMPLOYMENT AGREEMENT

This

Executive Employment Agreement (this “Agreement”), effective as of April 27, 2026 (the “Effective Date”),

is by and between NexGel, a Delaware corporation (the “Company”), and Ian Blackman, an individual (“Executive”).

The Company and Executive shall sometimes be referred to herein individually as a “Party” and collectively as the

“Parties”.

BACKGROUND

A. Pursuant

to the terms of this Agreement, the Company desires to employ Executive as its Chief Financial Officer and Executive desires to be employed

by the Company as its Chief Financial Officer.

AGREEMENT

NOW,

THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby,

agree as follows:

1. Employment.

The Company hereby agrees to employ Executive as its Chief Financial Officer and Executive hereby accepts such employment upon the terms

and conditions set forth herein and agrees to perform duties as assigned by the Company. Executive’s employment, as provided herein,

shall commence on the Effective Date and shall continue unless earlier terminated pursuant to Section 8 (“Term”).

It is understood and agreed by the Company and Executive that this Agreement does not contain any promise or representation concerning

the duration of Executive’s employment with the Company. Executive specifically acknowledges that his employment with the Company

is at-will and may be altered or terminated by either Executive or the Company at any time, with or without cause and/or with or without

notice. For the purposes of this Agreement, the term “Company Group” shall include any and all subsidiaries of the Company

in which the Company owns at least a 10% equity interest.

2. Duties.

Executive shall render exclusive, full-time services to the Company as its Chief Financial Officer. Executive shall report to the Company’s

Chief Executive Officer, the Board of Directors (the “Board”) and the Audit Committee of the Board. Executive’s

responsibilities, title, working conditions, location, duties and/or any other aspect of Executive’s employment may be changed,

added to or eliminated during his employment at the sole discretion of the Company and/or the Board. During the Term of this Agreement,

Executive shall devote his best efforts and all of his business time, skill and attention to the performance of his duties on behalf

of the Company and the Company Group and shall not, directly or indirectly, render any services to any other person or organization (including

but not limited to as a member of a third-party board of directors), whether for compensation or otherwise, except with the Company’s

prior written consent, which shall not be unreasonably withheld.

1

3. Policies

and Procedures. Executive shall be bound by, and comply fully with, all of the Company’s written policies and procedures for

employees and officers in place from time to time, including, but not limited to, all terms and conditions set forth in the Company’s

employee handbook, compliance manual, codes of conduct and any other memoranda and communications applicable to Executive pertaining

to the policies, procedures, rules and regulations, as currently in effect and as may be amended from time to time and provided to Executive

in writing. These policies and procedures include, among other things and without limitation, Executive’s obligations to comply

with the Company’s rules regarding confidential and proprietary information and trade secrets.

4. Cash

Compensation.

(a) Salary.

For all services rendered and to be rendered hereunder, the Company agrees to pay to Executive, and Executive agrees to accept a salary

of $250,000 per annum (“Base Salary”) beginning on the Effective Date. Any such salary shall be payable in accordance

with the Company’s normal payroll practice and shall be subject to such deductions or withholdings as the Company is required to

make pursuant to law, or by further agreement with Executive. The Base Salary shall be reviewed annually by the Board or the Compensation

Committee of the Board during the first fiscal quarter for increase (but not decrease, unless a reduction is as part of an overall cost

reduction program that affects all Executives of the Company and does not disproportionately affect Executive) as part of its annual

compensation review (which review shall include compensation under Sections 4(b) and 6 below, if any), and any increased amount shall

become the Base Salary under this Agreement.

(b) Cash

Bonus.

i. During

the fiscal year ending December 31, 2026 (the “2026 Fiscal Year”), Executive shall receive a cash bonus as follows:

(i) ten percent (10%) of Base Salary if EBITDA for the 2026 Fiscal Year equals or exceeds $4,000,000; (ii) thirty percent (30%) of Base

Salary if EBITDA for the 2026 Fiscal Year equals or exceeds $6,000,000; and (iii) fifty percent (50%) of Base Salary if EBITDA for the

2026 Fiscal Year equals or exceeds $8,000,000. Executive shall be entitled only to one of these cash bonuses and the cash bonuses shall

not be cumulative. The EBITDA calculation amounts shall be pro-rated from the Effective Date to the end of the 2026 Fiscal Year, which

is equal to two-thirds of the remaining 2026 Fiscal Year.

ii. For

the purposes of this Agreement, “EBITDA” means an amount equal to the result of (i) consolidated net income for such

period plus (ii) to the extent deducted in determining consolidated net income for such period, and without duplication, (a) non-operating

consolidated interest expense (which shall exclude, for the avoidance of doubt, interest expense relating to the acquisition of equipment),

(b) income tax expense determined on a consolidated basis in accordance with GAAP, (c) depreciation and amortization determined on a

consolidated basis in accordance with GAAP, (d) any extraordinary losses and charges for such period, (e) all non-cash expenses related

to Board compensation, and (f) all other non-cash charges for such period (but excluding any non-cash charge in respect of an item that

was included in consolidated net income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory

and non-cash employee or vendor stock compensation), determined on a consolidated basis in accordance with GAAP, in each case for such

period less (iii) to the extent included in determining consolidated net income for such period, and without duplication, (a)

unusual gains and (b) non-cash gains, excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for,

anticipated cash items in any prior period (other than any such accruals or cash reserves that have been added back consolidated net

income in calculating EBITDA in accordance with this definition).

2

iii. The

Board and/or the Compensation Committee of the Board may, in their sole discretion, also determine to grant Executive additional cash

bonuses compensation.

5. Initial

Stock Option Grant. No later than ten (10) business days from the Effective Date, Executive shall receive stock options under the

Company’s 2019 Long-Term Incentive Plan, as amended (the “Plan”), to purchase up to 160,000 shares of the Company’s

common stock at a per share exercise price equal to the Fair Market Value (as defined in the Plan per share of the Company’s common

stock on the three (3) business days after which there exists no material non-public information regarding the Company (the “Stock

Option”). The Stock Option shall be intended to be an incentive stock option within the meaning of Section 422 of the Internal

Revenue Code of 1986, as amended (the “Code”), to the extent it qualifies for such treatment under the Code and shall

have a five (5) year term. The Stock Option shall vest as follows: (i) 40,000 shares of common stock underlying the Stock Option shall

vest on first annual anniversary of the Effective Date; and (ii) the remaining 120,000 shares of common stock underlying the Stock Option

shall vest equally per month on the last day of each month for thirty-six months beginning on March 31, 2027 (with 3,334 shares vesting

per month and 3,310 shares vesting on month thirty-six due to rounding adjustments); provided Executive is employed on the applicable

vesting date by the Company and/or Company Group. In the event of a Change in Control (as defined in the Plan) of the Company, any unvested

portion of the Stock Option shall accelerate, vest and become exercisable immediately prior to the Change in Control. The Stock Option

shall be subject to the terms and conditions set forth in the Plan and applicable award agreement.

6. Additional

Equity Grants. During the Term and pursuant to the Plan, Executive may receive additional equity grants in excess of the Equity Grant

and other equity grants already received by Executive, solely at the discretion of the Board or the Compensation Committee of the Board,

which grants will be subject to a separate award agreement between the Company and Executive.

7. Other

Benefits. While employed by the Company as provided herein:

(a) Executive

and Employee Benefits. Executive shall be entitled to all benefits to which other executive officers of the Company are entitled,

on terms comparable thereto, including, without limitation, participation in pension and profit sharing plans, 401(k) plan, group insurance

policies and plans, medical, health, vision, and disability insurance policies and plans, and the like, which may be maintained by the

Company for the benefit of its executives and paid for by the Company. The Company reserves the right to alter and amend the benefits

received by Executive from time to time at the Company’s discretion.

(b) Expense

Reimbursement. Executive shall receive, against presentation of proper receipts and vouchers, reimbursement for direct and reasonable

out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, according to the policies of the Company

and subject to the approval of the Chief Executive Officer of the Company.

3

(c) Vacation.

Executive shall be entitled to twenty (20) days paid personal time off per 12-month period (including vacation) according to the Company’s

personal time off policy. No untaken personal time off may be carried over to a subsequent year except in accordance with the Company’s

then existing policies. Sick time shall not be limited by this Section 7(c) and shall be governed by the Company’s policies for

sick leave.

8. Termination

and Severance Benefits.

(a) Termination

for Any Reason. Except as set forth in Sections 8(b) and 8(c) below, Executive and the Company each acknowledge that either Party

has the right to terminate Executive’s employment with the Company at any time for any reason whatsoever, with or without Cause

(as defined below), with or without Good Reason (as defined below), or advance notice and the Company’s obligation to make payments

hereunder shall cease upon the date of such termination, except the Company shall pay Executive (a) any Base Salary earned but unpaid

prior to termination and all accrued but unused personal and/or vacation time, and (b) any business expenses that were incurred but not

reimbursed as of the date of termination. Except as otherwise provided in Sections 8(b) and 8(c) below, vesting of any equity grants

shall immediately cease on the date of termination.

(b) Benefits

upon a Change in Control Termination. Executive will become entitled to the benefits described in this Section 8(b) on account of

a termination of employment if and only if (i) the Company terminates Executive’s employment for any reason other than for Cause,

or Executive terminates Executive’s employment with the Company for Good Reason, and (ii) the termination of employment occurs

either within the period beginning on the date of a Change in Control and ending on the last day of the first full calendar month following

the first anniversary date of the Change in Control or prior to a Change in Control if Executive’s termination of employment was

a condition of the Change in Control.

i. Cash

Payment. Not more than ten (10) business days following the date of termination, or, if later, not more than ten (10) business days

following the date of the Change in Control, the Company will make a lump-sum cash payment to Executive in an amount equal to one time

the sum of (i) Executive’s the Base Salary, plus (ii) 100% of Executive’s target bonus established for the fiscal year during

which the Change in Control occurs.

4

ii. Group

Health Plans. If Executive elects COBRA coverage under the Company’s group health and/or dental plans, then for each month

of the Continuation Period (as defined below), the Company will pay Executive an amount equal to the excess of (i) the portion of the

monthly cost for Executive’s coverage under the Company’s group health and/or dental plans that was borne by the Company

immediately prior to Executive’s termination of employment or, if greater, immediately prior to the Change in Control (subject

to the rule for coverage changes discussed below) over (ii) the portion of the monthly cost for Executive’s coverage under the

Company’s group health and/or dental plans that is borne by the Company during the Continuation Period. If COBRA continuation coverage

is not available to Executive during any portion of the Continuation Period (other than by reason of his or her failure to elect COBRA

continuation coverage or to pay the required premiums for such coverage), the Company will provide comparable medical benefits pursuant

to an alternative arrangement, such as an individual medical insurance contract, and such alternative benefits will be treated as part

of the Company’s health and/or dental plan. Any reimbursement made under this Section 8(b)(ii) shall be made on or before the last

day of the calendar year following the calendar year in which any continuation coverage payment was incurred. “Continuation

Period” means the period beginning on Executive’s date of termination and ending on (x) the last day of the 12th month

that begins after Executive’s date of termination or, if earlier, (y) the date after Executive’s date of termination on which

Executive first becomes eligible to participate as an employee in a plan of another employer providing group health and dental benefits

to Executive and Executive’s eligible family members and dependents, which plan does not contain any exclusion or limitation with

respect to any pre-existing condition of Executive or any eligible family member or dependent who would otherwise be covered under the

Company’s plan but for this clause (y).

iii. “Cause”

means termination of Executive’s employment because of Executive’s: (i) commission of fraud, misappropriation or embezzlement

related to the business or property of the Company; (ii) conviction for, or guilty plea to, or plea of nolo contendere to, a felony or

crime of similar gravity in the jurisdiction in which such conviction or guilty plea occurs; (iii) material breach by Executive of this

Agreement, and the duties described therein, or any other agreement to which Executive and the Company or a member of the Company Group

are parties which breach is not cured by Executive within thirty (30) of written notice of such breach by the Company, provided, however,

no such written notice or cure period prior to termination shall be required for a breach which in incurable by its nature such as wrongful

disclosure of Confidential Information; (iv) commission by Executive of acts that are dishonest and demonstrably injurious to a member

of the Company Group, monetarily or otherwise; (v) any violation by Executive of any fiduciary duties owed by him to the Company or a

member of the Company Group that causes injury to the Company, other than breaches of fiduciary duty also committed by other officers

and members of the Board based on actions taken after consultation with, and the advice of, legal counsel; and (vi) willful or material

violation of, or willful or material noncompliance with, any securities law, rule or regulation or stock exchange listing rule adversely

affecting the Company including without limitation if Executive has undertaken to provide any chief financial officer or principal financial

officer certification required under the Sarbanes-Oxley Act of 2002, including the rules and regulations promulgated thereunder (the

“Sarbanes-Oxley Act”), and he willfully or materially fails to take reasonable and appropriate steps to determine

whether or not the certificate was accurate or otherwise in compliance with the requirements of the Sarbanes Oxley Act.

iv.

“Good Reason” means the occurrence of any of the following without the written consent of Executive: (i) any duties,

functions or responsibilities are assigned to Executive that are materially inconsistent with Executive’s duties, functions or

responsibilities with the Company as contemplated or permitted by this Agreement as in effect immediately

prior to the Change in Control; (ii) material diminution in Executive’s duties as

in effect immediately prior to the Change in Control; (iii) the Base Salary is materially reduced, unless a reduction is as part

of an overall cost reduction program that affects all senior executives of the Company and does not disproportionately affect Executive

or (iv) the Company requiring Executive to be based at any office or location that is more than

fifty (50) miles further from the office or location where Executive was performing his duties under this Agreement immediately preceding

a Change in Control, except for required travel on the Company’s business, and then only to the extent substantially consistent

with the business travel obligations which Executive undertook on behalf of the Company during the 90-day period immediately preceding

the Change in Control.

5

(c) Severance

Benefits Outside of a Change in Control. Executive will become entitled to the benefits described in this Section 8(c) on account

of a termination of employment if and only if (i) the Company terminates Executive’s employment for any reason other than for Cause,

or Executive terminates Executive’s employment with the Company for Good Reason (as defined in Section 8(c)(v) below), (ii) such

termination of employment occurs other than in circumstances that would entitle Executive to benefits under Section 8(b) above, and (iii)

Executive timely executes (and does not revoke) a general release of claims in favor of the Company and its affiliates in form and substance

reasonably acceptable to the Company (the “Release”) within sixty (60) days following the date of termination. The benefits

payable under this Section 8(c) shall be determined based on the date of termination relative to the Effective Date as follows: (A) if

the termination occurs on or before the date that is six (6) months after the Effective Date, the “Severance Period” shall

be three (3) months; (B) if the termination occurs after the date that is six (6) months after the Effective Date but on or before the

first anniversary of the Effective Date, the Severance Period shall be six (6) months; and (C) if the termination occurs after the first

anniversary of the Effective Date, the Severance Period shall be twelve (12) months.

i. Cash

Payment. During the Severance Period, the Company will continue to pay Executive’s Base Salary, at the rate in effect immediately

prior to the date of termination, in accordance with the Company’s standard payroll practices. Such payments shall commence on

the first regularly scheduled payroll date following the date the Release becomes effective and irrevocable; the first such payment shall

include any amounts that would have been paid had payments commenced on the date of termination.

ii. Bonus

Payment. The Company shall pay Executive a pro-rated portion of Executive’s target bonus for the fiscal year in which the date

of termination occurs, calculated as the product of (A) Executive’s target bonus for such fiscal year, multiplied by (B) a fraction,

the numerator of which is the number of days Executive was employed during such fiscal year and the denominator of which is 365, multiplied

by (C) the applicable Severance Percentage. The “Severance Percentage” shall be twenty-five percent (25%) if the Severance

Period is three (3) months, fifty percent (50%) if the Severance Period is six (6) months, and one hundred percent (100%) if the Severance

Period is twelve (12) months. Such bonus payment shall be made in a single lump sum on the first regularly scheduled payroll date following

the date the Release becomes effective and irrevocable.

6

iii. Group

Health Plans. If Executive elects COBRA coverage under the Company’s group health and/or dental plans, then for each month

of the Severance Period, the Company will pay Executive an amount equal to the excess of (i) the portion of the monthly cost for Executive’s

coverage under the Company’s group health and/or dental plans that was borne by the Company immediately prior to Executive’s

termination of employment over (ii) the portion of the monthly cost for Executive’s coverage under the Company’s group health

and/or dental plans that is borne by the Company during the Severance Period. If COBRA continuation coverage is not available to Executive

during any portion of the Severance Period (other than by reason of his failure to elect COBRA continuation coverage or to pay the required

premiums for such coverage), the Company will provide comparable medical benefits pursuant to an alternative arrangement, such as an

individual medical insurance contract, and such alternative benefits will be treated as part of the Company’s health and/or dental

plan. The Company’s obligation to make such payments shall terminate on the earlier of (x) the last day of the Severance Period

and (y) the date on which Executive first becomes eligible to participate as an employee in a plan of another employer providing group

health and dental benefits to Executive and Executive’s eligible family members and dependents.

iv. Equity

Vesting. Notwithstanding the last sentence of Section 8(a) or any contrary provision of any equity award agreement, any unvested

portion of Executive’s outstanding equity awards that would, by their terms, have vested solely based on Executive’s continued

service through the end of the Severance Period shall accelerate, vest and (in the case of stock options) become exercisable as of the

date the Release becomes effective and irrevocable, as if Executive had remained continuously employed by the Company through the last

day of the Severance Period. For the avoidance of doubt, no portion of any equity award that would not have vested during the Severance

Period (including any portion subject to performance-based vesting that has not been satisfied) shall accelerate under this Section 8(c)(iv).

v. Good

Reason. For purposes of this Section 8(c), “Good Reason” means the occurrence of any of the following without the written

consent of the Executive: (i) any duties, functions or responsibilities are assigned to the Executive that are materially inconsistent

with the Executive’s duties, functions or responsibilities with the Company as contemplated or permitted by this Agreement; (ii)

material diminution in Executive’s duties; or (iii) the Base Salary is materially reduced, unless a reduction is as part of an

overall cost reduction program that affects all senior executives of the Company and does not disproportionately affect the Executive.

Notwithstanding the foregoing, no termination shall constitute a termination for Good Reason unless (A) Executive provides written notice

to the Company of the existence of the condition giving rise to Good Reason within thirty (30) days following the initial occurrence

of such condition, (B) the Company fails to cure such condition within thirty (30) days following its receipt of such notice, and (C)

Executive’s resignation becomes effective within thirty (30) days following the expiration of the Company’s cure period.

7

9. 409A

Compliance. This Agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b)(4)

and be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be construed

and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified

deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard

thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision

of this letter providing for the payment of any amounts or benefits upon or following a termination of employment that are considered

“nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from

service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter, references to a

“termination,” “termination of employment” or like terms shall mean “separation from service.” If

Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section

409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A

of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date

which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date

of Executive’s “separation from service”, and (B) the date of Executive’s death (the “Delay Period”).

Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise

been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum,

and any remaining payments and benefits due under this letter shall be paid or provided in accordance with the normal payment dates specified

for them herein. For purposes of Section 409A of the Code, Executive’s right to receive any installment payments pursuant to this

letter shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly,

designate the calendar year of any payment to be made under this letter that is considered non-qualified deferred compensation. In the

event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar

years, no amount of such severance shall be paid in the earlier calendar year.

10. Proprietary

and Other Obligations.

(a) Confidential

Information. During the period of Executive’s employment with the Company and at all times thereafter, Executive shall hold

in secrecy for the Company Group all Confidential Information (as defined below) that may come to his knowledge, may have come to his

attention or may have come into his possession or control while employed by the Company. Notwithstanding the preceding sentence, Executive

shall not be required to maintain the confidentiality of any Confidential Information which (a) is or becomes available to the public

or others in the industry generally (other than as a result of inappropriate disclosure or use by Executive in violation of this Section

10(a)) or (b) Executive is compelled to disclose under any applicable laws, regulations or directives of any government agency, tribunal

or authority having jurisdiction in the matter or under subpoena. Except as expressly required in the performance of his duties to the

Company under this Agreement, Executive shall not use for his own benefit or disclose (or permit or cause the disclosure of) to any Person,

directly or indirectly, any Confidential Information unless such use or disclosure has been specifically authorized in writing by the

Company in advance. During Executive’s employment and as necessary to perform his duties under this Agreement, the Company will

provide and grant Executive access to the Confidential Information. Executive recognizes that any Confidential Information is of a highly

competitive value, will include Confidential Information not previously provided Executive and that the Confidential Information could

be used to the competitive and financial detriment of the Company if misused or disclosed by Executive. The Company promises to provide

access to the Confidential Information only in exchange for Executive’s promises contained herein, expressly including the covenants

in this Agreement.

8

For

the purposes of this Agreement, “Confidential Information” means any trade secrets and confidential and proprietary

information acquired by Executive in the course and scope of his activities under this Agreement, including information acquired from

third parties, that (i) is not generally known or disseminated outside the Company (such as non-public information), (ii) is designated

or marked by the Company as “confidential” or reasonably should be considered confidential or proprietary, or (iii) the Company

indicates through its policies, procedures, or other instructions should not be disclosed to anyone outside the Company. Without limiting

the foregoing definitions, some examples of Confidential Information under this Agreement include (a) matters of a technical nature,

such as scientific, trade or engineering secrets, “know-how”, formulae, secret processes, inventions, and research and development

plans or projects regarding existing and prospective customers and products or services, (b) information about costs, profits, markets,

sales, customer lists, customer needs, customer preferences and customer purchasing histories, supplier lists, internal financial data,

personnel evaluations, non-public information about products or services of the Company (including future plans about them), information

and material provided by third parties in confidence and/or with nondisclosure restrictions, computer access passwords, and internal

market studies or surveys and (c) and any other information or matters of a similar nature.

(b) Inventions.

Executive agrees that all right, title and interest in and to any information, trade secrets, inventions, discoveries, developments,

derivative works, improvements, research materials and products made or conceived by Executive alone or with others during the course

of Executive’s employment and relating to the business of the Company or the Company Group shall belong exclusively to the Company

and the Company Group, as applicable. Executive hereby irrevocably waives in favor of the Company any and all copyright and moral rights,

and irrevocably assigns to the Company any and all legal rights, that Executive may have in respect of any such materials. Executive

agrees to execute any assignments and/or acknowledgements as may be requested by the Company from time to time, at the expense of the

Company, without any further remuneration.

(c) Return

of Documents and Property. Upon termination of Executive’s employment for any reason, Executive (or his heirs or personal representatives)

shall immediately deliver to the Company (a) all documents and materials containing Confidential Information (including without limitation

any “soft” copies or computerized or electronic versions thereof) or otherwise containing information relating to the business

and affairs of the Company (whether or not confidential), and (b) all other documents, materials and other property belonging to the

Company that are in the possession or under the control of Executive.

(d) Non-disparagement.

Executive agrees during and after the Term, he shall not to knowingly disparage the Company, its subsidiaries or its officers, directors,

employees or agents in any manner that could be harmful to it or them or its or their business, business reputation or personal reputation.

The Company agrees during and after the Term, it shall instruct its officers, directors, employees and agent not to knowingly disparage

Executive in any manner that could be harmful to Executive or Executive’s business or personal reputation. Nothing in this Agreement

is intended to limit in any way either Party’s right to participate in any investigation of any the federal, state or local agencies

(the “Agencies”). These agencies have the authority to carry out their statutory duties by investigating a claim,

issuing a determination, filing a lawsuit in Federal or state court in their own name, or taking any other action authorized under these

statutes. Each Party retains the right to communicate with the Agencies and is not limited by any non-disparagement obligation under

this Agreement. Additionally, this Agreement will not be violated by statements from any Party that are truthful, complete and made in

good faith in required response to a legal process or governmental inquiry.

9

11. Noncompetition

and Non-solicitation. Executive acknowledges that he will be a member of executive and management personnel at the Company.

(a) Definitions.

i. “Competing

Business” means any business or activity that (i) competes with any member of the Company Group for which Executive performed

services or Executive was involved in for purposes of making strategic or other material business decisions and (ii) involves (A) the

same or substantially similar types of products or services (individually or collectively) produced, offered, marketed or sold by the

Company during Term or (B) products or services so similar in nature to that of the Company Group during Term (or that the Company Group

will soon thereafter offer) that they would be reasonably likely to displace substantial business opportunities or customers of the Company.

ii. “Prohibited

Area” means the United States of America (including its territories and possessions), which Prohibited Area the parties have

agreed to as a result of the fact that this is the geographic area in which the Company Group conducts a preponderance of its business

and in which Executive provides substantive services to the Company Group during the Term.

(b) Covenant

Not to Compete. Without the prior written consent of the Board (which may be withheld in the Board’s sole discretion),

so long as Executive is an employee of the Company or any other member of the Company Group and for a one year period thereafter, Executive

agrees that he shall not anywhere in the Prohibited Area, for his own account or the benefit of any other, engage or participate in or

assist or otherwise be connected with a Competing Business. For the avoidance of doubt, Executive understands that this Section 11(b)

prohibits Executive from acting for himself or as an officer, employee, manager, operator, principal, owner, partner, shareholder, advisor,

consultant of, or lender to, any individual or other Person that is engaged or participates in or carries out a Competing Business or

is actively planning or preparing to enter into a Competing Business. The parties agree that such prohibition shall not apply to Executive’s

passive ownership of not more than 5% of a publicly-traded company

(c) Non-solicitation

Covenant. Executive agrees that he will not, individually or with others, directly or indirectly (including without limitation, individually

or through any business, venture, proprietorship, partnership, or corporation in which they control or own more than a 5% interest, through

any agents, through any contractors, through recruiters, by their successors, by their employees, or by their assigns) hire, solicit,

or induce any employee of the Company to leave the Company during the period he is employed by the Company and for a period of one year

following the separation, resignation, or termination of Executive’s employment with the Company. Executive further agrees that

during the period he is employed by the Company and for two years thereafter, he will not, either directly or indirectly, solicit or

attempt to solicit any customer, client, supplier, investor, vendor, consultant or independent contractor of the Company to terminate,

reduce or negatively alter his, her or its relationship with the Company. The geographic scope of the covenants in Section 11(c) is the

Prohibited Area. Nothing in Sections 10 and 11 should be construed to narrow the obligations of Executive imposed by any other provision

herein, any other agreement, law or other source.

10

(d) Reasonable.

Executive agrees and acknowledges that the time limitation and the geographic scope on the restrictions in Sections 10 and 11 and their

subparts are reasonable. Executive also acknowledges and agrees that the limitation in Sections 10 and 11 and their subparts is reasonably

necessary for the protection of the Company, that through this Agreement he shall receive adequate consideration for any loss of opportunity

associated with the provisions herein, and that these provisions provide a reasonable way of protecting the Company’s business

value which was imparted to him. In the event that any term, word, clause, phrase, provision, restriction, or section of Sections 10

and 11 of this Agreement is more restrictive than permitted by the law of the jurisdiction in which the Company seeks enforcement thereof,

the provisions of this Agreement shall be limited only to that extent that a judicial determination finds the same to be unreasonable

or otherwise unenforceable. Moreover, notwithstanding any judicial determination that any term, word, clause, phrase, provision, restriction,

or section of this Agreement is not specifically enforceable, the parties intend that the Company shall nonetheless be entitled to recover

monetary damages as a result of any breach hereof.

(e) Legal

and Equitable Remedies. In view of the nature of the rights in goodwill, employee relations, trade secrets, and business reputation

and prospects of the Company to be protected under Sections 10 and 11 of this Agreement, Executive understands and agrees that the Company

could not be reasonably or adequately compensated in damages in an action at law for Executive’s breach of their obligations (whether

individually or together) hereunder. Accordingly, Executive specifically agrees that the Company shall be entitled to temporary and permanent

injunctive relief, specific performance, and other equitable relief to enforce the provisions of Sections 10 and 11 of this Agreement

and that such relief may be granted without the necessity of proving actual damages, and without bond. Executive acknowledges and

agrees that the provisions in Sections 10 and 11 and their subparts are essential and material to this Agreement, and that upon breach

of Sections 10 and 11 by him, the Company is entitled to withhold providing payments or consideration, to equitable relief to prevent

continued breach, to recover damages and to seek any other remedies available to the Company. This provision with respect to injunctive

relief shall not, however, diminish the right of the Company to claim and recover damages or other remedies in addition to equitable

relief.

(f) Extension

of Time. In the event that Executive breaches any covenant, obligation or duty in Sections 10 and 11 or their subparts, any such

duty, obligation, or covenants to which the parties agreed by Sections 10 and 11 and their subparts shall automatically toll from the

date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other

action, including all appeals. The duration and length of Executive’s duties and obligations as agreed by Sections 10 and 11 and

their subparts shall continue upon the effective date of any such settlement, or judicial or other resolution.

11

12. Miscellaneous.

(a) Taxes.

Executive shall be responsible for his individual income tax obligations associated with compensation paid under this Agreement.

The Company shall be responsible for proper withholding and payroll tax compliance.

(b) Modification/Waiver.

This Agreement may not be amended, modified, superseded, canceled, renewed or expanded, or any terms or covenants hereof waived,

except by a writing executed by each of the parties hereto or, in the case of a waiver, by the Party waiving compliance. Failure of any

Party at any time or times to require performance of any provision hereof shall in no manner affect his or its right at a later time

to enforce the same. No waiver by a Party of a breach of any term or covenant contained in this Agreement, whether by conduct or otherwise,

in any one or more instances shall be deemed to be or construed as a further or continuing waiver of agreement contained in the Agreement.

(c) Attorneys’

Fees. The prevailing Party shall have the right to collect from the other Party its reasonable costs

and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.

(d) Successors

and Assigns. This Agreement shall be binding upon and shall inure to the benefit of any successor or assignee of the business of

the Company. This Agreement shall not be assignable by Executive.

(e) Notices.

All notices given hereunder shall be given by electronic communication, certified mail, addressed, or delivered by hand, to the other

Party at his or its address contained in the Company’s records. Executive promptly shall notify Company of any change in Executive’s

address. Each notice shall be dated the date of its sending, mailing or delivery and shall be deemed given, delivered or completed on

such date.

(f) Governing

Law; Personal Jurisdiction and Venue. This Agreement and all disputes relating to this Agreement shall be governed in all respects

by the laws of the State of New York as such laws are applied to agreements between New York residents entered into and performed entirely

in New York. The Parties acknowledge that this Agreement constitutes the minimum contacts to establish personal jurisdiction in New York

and agree to New York court’s exercise of personal jurisdiction. The Parties further agree that any disputes relating to this Agreement

shall be brought in courts located in the State of New York.

(g) Entire

Agreement. This Agreement together with any equity grants under the Plan set forth the entire agreement and understanding

of the parties hereto with regard to the employment of Executive by the Company and supersede any and all prior agreements, arrangements

and understandings, written or oral, pertaining to the subject matter hereof. No representation, promise or inducement relating to the

subject matter hereof has been made to a Party that is not embodied in these Agreements, and no Party shall be bound by or liable for

any alleged representation, promise or inducement not so set forth.

[SIGNATURE

PAGE FOLLOWS]

12

IN

WITNESS WHEREOF, the parties have each duly executed this Executive Employment Agreement as of the day and year first above written.

NEXGEL,

INC.

EXECUTIVE

By:

Adam

Levy

Ian

Blackman

Chief

Executive Officer

13

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

NEXGEL

Appoints Ian Blackman as Chief Financial Officer

Veteran

Financial and M&A Leader Appointed to Integrate Acquisition of Celularity, Scale the Business and Accelerate Growth

LANGHORNE,

Pa. – April 27, 2026 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”),

a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel products

for healthcare and consumer applications, today announced the appointment of Ian Blackman, CPA,

as Chief Financial Officer. Mr. Blackman will help to advance the closing of the definitive agreement to license and acquire a portfolio

of commercial-stage regenerative biomaterial products from Celularity Inc., (“Celularity”) (NASDAQ: CELU), a

regenerative and aging related cellular medicine company developing, manufacturing, and commercializing advanced biomaterial products.

Adam

Levy, Chief Executive Officer of NEXGEL, stated, “Ian’s

extensive experience scaling businesses, strengthening financial infrastructure, and navigating complex transactions makes him a timely

and exceptional addition to our leadership team. With deep knowledge of high-growth consumer markets, he brings strong experience in

financial strategy and operational excellence from his tenure as CFO for international luxury beauty brand Trish McEvoy and the luxury

fragrance house Diptyque. As we continue to expand our branded consumer portfolio and healthcare partnerships, while now working toward

the integration of our Celularity acquisition, Ian’s strategic insight and operational discipline will be instrumental in driving

long-term shareholder value and guiding the Company’s next phase of growth.”

Mr.

Blackman is a seasoned finance executive with over 30 years of global experience leading finance, treasury, tax, and operational functions

across private equity backed and publicly traded organizations with luxury consumer names, Diptyque and Trish McEvoy. In addition, he

spent 16 years in finance at Universal Music Group. He brings a strong track record of driving profitable growth, improving operational

efficiency, and leading organizations through complex transactions and strategic transformations.

Most

recently, Mr. Blackman served as Chief Financial Officer of McIntosh Group, Inc., a private equity backed luxury consumer electronics

company, where he helped organically grow revenue by over 90% while increasing EBITDA by over 335%. During his tenure, he played a key

leadership role in two successful sale transactions, generating significant returns to shareholders. Mr. Blackman began his career in

audit at Goldstein Golub Kessler and Company and holds a bachelor’s degree in Economics from the London School of Economics.

Mr.

Blackman, newly appointed Chief Financial Officer of NEXGEL, commented, “I am excited to join NEXGEL at such a pivotal time in

its growth trajectory, particularly as the Company advances the business combination of Celularity’s valuable regenerative medicine

assets. The opportunity to help guide the transaction process, support integration planning, and strengthen the financial foundation

of the combined organization is strategically important. NEXGEL’s differentiated hydrogel technology platform and expanding commercial

footprint presents a meaningful opportunity for our stakeholders. I look forward to partnering with the leadership team to enhance the

Company’s financial performance, strengthen the reporting processes, and support the Company’s continued forward progress.”

About

NEXGEL, Inc.

NEXGEL

is a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel

products for healthcare and consumer applications. Based in Langhorne, Pa., the Company has developed and manufactured electron-beam,

cross-linked hydrogels for over two decades. NEXGEL brands include SilverSeal®, Hexagels®, Turfguard®,

Kenkoderm® and Silly George®. Additionally, NEXGEL has strategic contract manufacturing relationships with

leading consumer healthcare companies.

Forward-Looking

Statement

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part

of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,”

“anticipate,” “estimate,” “expect,” “intend,” “plan,” “potential,”

“project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs,

such as “will,” “should,” “lends,” “would,” “may,” and “could,”

are generally forward-looking in nature and not historical facts, including, without limitation, the potential return on investment for

our shareholders through a dedicated team and platform to pursue high-value Rx opportunities while NEXGEL remains focused on contract

manufacturing and consumer branded products in the health and beauty space, the potential to unlock what we believe to be a potentially

large opportunity without NEXGEL itself having to fund its development, that electron beam generated hydrogel lends itself to creating

new topical and systemic therapies that can supplement existing therapies or create new ways to treat patients in a variety of clinical

areas and the focus of using the hydrogel for drug delivery platform could lead to it becoming a platform for a family of useful and

transformative therapies . These forward-looking statements involve known and unknown risks, uncertainties and other factors which may

cause the Company’s actual results, performance, or achievements to be materially different from any anticipated results, performance,

or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking

statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact

the Company’s forward-looking statements, please see the Company’s Annual Report on Form 10-K for the year ended December

31, 2025, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC

and which may be viewed at http://www.sec.gov/.

Investor

Contacts:

Valter

Pinto, Managing Director

KCSA

Strategic Communications

212.896.1254

Nexgel@KCSA.com

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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