20. Subsequent Events

In accordance with ASC 855 “Subsequent Events”, the Company evaluated subsequent events after June 30, 2025, through the date these Condensed Consolidated Financial Statements were issued and has no transactions or events requiring disclosure except as disclosed below.

Partnership Agreement

On July 14, 2025, the Company announced expanding its partnership with STADA Arzneimittel AG (“STADA”), a European leader in consumer health. The expansion includes the planned launch of digestive enzyme formulas and solutions targeting scars and stretch marks and includes a $1 million advance from STADA to NEXGEL in non-dilutive capital to support product launches and marketing efforts.

August Financing

On July 31, 2025, the Company entered into subscription agreements with investors for the sale by the Company of an aggregate of 413,043 shares of its common stock at a price to the public of $2.30 per share (the “August Financing”). In connection with the August Financing, the Company issued warrants to purchase up to an aggregate of 206,521 shares of the Company’s common stock at an exercise price of $4.25 per share (the “Warrants”). The closing of the August Financing occurred on August 5, 2025 (the “August Closing Date”). On or about the August Closing Date, the Company issued 413,043 shares of common stock and issue Warrants to purchase up to 206,521 shares of common stock

Subject to certain ownership limitations, each of the Warrants will become exercisable on the August Closing Date and will expire five years after the August Closing Date. The Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained in the registration statement is not available for, the issuance or resale of shares of common stock underlying the Warrants to or by the holder. The holder of an Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.

The gross proceeds to the Company from the August Financing were approximately $950,000, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Warrants. The Company intends to use the net proceeds from the August Financing for working capital and for general corporate purposes.

The Company retained Alere Financial Partners, LLC (a division of Cova Capital Partners, LLC) to act as the placement agent (the “August Placement Agent”) for the August Financing. The Company agreed to pay the August Placement Agent a cash fee of 8% of the aggregate gross proceeds in the August Financing received from non-affiliates of the Company. Additionally, and upon the closing of the August Financing, the Company agreed to issue to the August Placement Agent warrants exercisable for a period of five years to purchase up to 8% of the number of shares sold in August Financing, or up to 33,044 shares, at a per share exercise price of $4.25.

Additionally, on July 31, 2025, the Company agreed to sell 45,652 shares of its common Stock at a per share price of $2.30 to a consultant of the Company, a member of the board of directors of the Company and one additional existing stockholder of the Company for aggregate gross proceeds of $105,000 (the “Additional Private Placement”). The investors in the Additional Private Placement will also receive Warrants to purchase up to additional 22,826 shares of Common Stock. The Placement Agent will not receive any fees relating to the Additional Private Placement.

New Board Member

On July 31, 2025, Steven A. Ciardiello was appointed to the Board of the Company to serve for a term expiring at the Company’s next annual meeting of stockholders or his successor is duly elected and qualified. Mr. Ciardiello was also appointed as a member to the Audit Committee of the Board.

In connection with Mr. Ciardiello’s appointment to the Board, the Board granted Mr. Ciardiello an option to purchase up to 30,000 shares of the Company’s common stock (the “Option Grant”) pursuant to the 2019 Plan. The exercise price of the Option Grant is $2.25 per share, which was the Fair Market Value (as defined in the Plan) of the Company’s common stock on July 31, 2025. The number of shares underlying the Option Grant vest as follows: in equal 2,500 share amounts over the continuous twelve months (on the last calendar day of each month) beginning on July 31, 2025.