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 1, 2020

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:

Securities registered pursuant to Section 12(b) of the Act: None

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 x

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.

On April 1, 2020, Dr. Jerome B. Zeldis was appointed to the board of directors of NexGel, Inc. (the “Company”) to serve for a term expiring at the next annual meeting of stockholders or until his successor is duly elected and qualified. Dr. Zeldis has not been appointed to any committees of the board of directors. Dr. Zeldis will also be appointed as the Chairman of the Company’s Scientific Advisory Board and enter into a consulting agreement with the Company whereby he would receive a monthly fee of $10,000 for a period of up to fourteen months. However, at the time of this filing, the terms of such consulting agreement have not been finalized. Once such terms are finalized, the Company will make additional public disclosure. Dr. Zeldis participated in the Company’s recently announced private placement by purchasing 2,500,000 shares of the Company’s common stock, par value $0.001, at a price per share equal to $0.04. Except as described herein, (i) no compensation or other arrangements were entered into between the Company and Dr. Zeldis in connection with his appointment as a director of the Company and (ii) there are no transactions between the Company and Dr. Zeldis or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Item 8.01  Other Events.

On April 1, 2020, the Company issued a press release regarding the appointment of Dr. Zeldis to the Company’s board of directors.  A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

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.