Form 8-K

8-K — NEXGEL, INC.

Accession: 0001493152-26-035258

Filed: 2026-07-29

Period: 2026-07-23

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: Financial Statements and Exhibits

Documents

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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): July 23, 2026

NEXGEL,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41173

26-4042544

(State

or other jurisdiction

(Commission

File Number)

(IRS

Employer

incorporation)

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 ☒

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.

Levy

Employment Agreement

July 23, 2026, NexGel, Inc. (the “Company”) entered into an Executive Employment Agreement with Adam

Levy, the Company’s President and Chief Executive Officer (the “Levy Employment Agreement”), effective

as of July 23, 2026. Mr. Levy was previously party to a 2025 Executive Employment Agreement with the Company, dated December 31, 2024,

which expired by its terms on December 31, 2025. The Levy Employment Agreement supersedes and replaces that prior agreement in its entirety.

Pursuant

to the Levy Employment Agreement, Mr. Levy is paid a base salary of $375,000 per year. Mr. Levy is also eligible to receive (i) a discretionary

targeted cash bonus of up to $25,000 for fiscal year 2026, based on the Compensation Committee of the Board’s assessment of Mr.

Levy’s performance, and (ii) a cash bonus for fiscal year 2026 (pro-rated from April 17, 2026) based on the Company’s achievement

of specified earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets, equal to (a)

10% of his base salary if the Company achieves EBITDA of at least $4 million, (b) 30% of his base salary if the Company achieves EBITDA

of at least $6 million, or (c) 50% of his base salary if the Company achieves EBITDA of at least $8 million. Only one of the foregoing

EBITDA bonus tiers may be earned for fiscal year 2026, and the bonuses are not cumulative.

Pursuant

to the Levy Employment Agreement, Mr. Levy also received a grant of options to purchase up to 160,000 shares of the Company’s common

stock under the Company’s 2019 Long-Term Incentive Plan (the “Levy Option Grant”). To the extent qualifying

as an incentive stock option under the Internal Revenue Code, the Levy Option Grant will be treated as an incentive stock option, and

the remainder will be treated as a non-qualified stock option. The Levy Option Grant has a five-year term and a per share exercise price

of $0.647. The Levy Option Grant vests as follows: (i) 40,000 shares vest on December 31, 2026, and (ii) the remaining 120,000 shares

vest in 36 equal monthly installments of 3,334 shares (with rounding adjustments) commencing on January 31, 2027, in each case subject

to Mr. Levy’s continued employment with the Company on each applicable vesting date. In the event of a Change in Control (as defined

in the Plan) of the Company, any unvested portion of the Levy Option Grant shall accelerate, vest and become exercisable immediately

prior to the Change in Control.

The

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

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

is twelve months. The severance benefits consist of (a) continued payment of Mr. Levy’s base salary for twelve months, (b) a pro-rata

portion of his target annual bonus for the year of termination, (c) reimbursement of COBRA premiums for twelve months, and (d) acceleration

of vesting of any equity awards that would have otherwise vested through the end of such twelve-month period.

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

following a Change in Control, Mr. Levy 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

Levy 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 Levy Employment Agreement is qualified in its entirety by reference to the full text of the Levy 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Executive Employment Agreement, dated July 23, 2026, between NexGel, Inc. and Adam Levy.

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: July 29, 2026

NEXGEL, INC.

By:

/s/

Ian Blackman

Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXECUTIVE

EMPLOYMENT AGREEMENT

This

Executive Employment Agreement (this “Agreement”), effective as of July 23, 2026 (the “Effective Date”),

is by and between NEXGEL, INC., a Delaware corporation (the “Company”), and Adam Levy, an individual (“Executive”).

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

“Parties”.

BACKGROUND

Pursuant to the terms of this Agreement, the Company desires to continue to employ Executive as its President and Chief Executive

Officer and Executive desires to continue to be employed by the Company as its President and Chief Executive Officer.

The Company and Executive were parties to that certain 2025 Executive Employment Agreement dated December 31, 2024 (the “Prior

Agreement”). The Company and Executive acknowledge that the Prior Agreement has terminated pursuant to its terms and desire

to enter into this Agreement to replace the Prior Agreement in its entirety, subject to the terms and conditions set forth herein.

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:

Employment. The Company hereby agrees to employ Executive as its President and Chief Executive 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.

Duties. Executive shall render exclusive, full-time services to the Company as its President and Chief Executive Officer. Executive

shall report to the Board of Directors (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.

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.

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 $375,000 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 or decrease as part of its annual compensation

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

become the Base Salary under this Agreement.

(b)

Cash Bonus.

Executive shall be eligible to receive a discretionary targeted cash bonus of $25,000, based on Executive’s performance during

the 2026 fiscal year, as determined by the Compensation Committee of the Board in its sole discretion. Any such bonus shall be paid to

Executive during the first fiscal quarter of 2027.

ii.

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 April 17, 2026.

iii.

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).

iv.

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

cash bonuses compensation.

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 $0.647 (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 December 31, 2026; 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 January 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.

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.

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 Financial Officer of the Company.

(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.

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.

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.

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.

(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 twelve (12) months the “Severance Period”).

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 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.

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).

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 reduced below $300,000 per annum, unless a reduction

is as part of an overall cost reduction program that affects at least four (4) senior executives of the Company other than the Executive

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.

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.

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.

11.

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

at the Company.

(a)

Definitions.

“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.

(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.

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]

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:

/s/

Steven Glassman

/s/

Adam Levy

Steven

Glassman

Adam

Levy

Board

of Director

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