NEXGEL, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Stockholders:

On behalf of the Board of Directors and management of NexGel, Inc., a Delaware corporation (the “Company”), it is our pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company. The Annual Meeting will be held on July 10, 2026, at 10:00 a.m. Eastern Time, at the Company’s corporate headquarters located at 2150 Cabot Boulevard West, Suite B, Langhorne, Pennsylvania 19047.

At the Annual Meeting, you will be asked to consider and act on seven proposals: (1) the election of seven directors; (2) the approval, for purposes of Nasdaq Listing Rule 5635(d), of the potential issuance of more than 19.99% of our outstanding common stock upon conversion of the unsecured convertible promissory notes and exercise of the warrants issued in our April 2026 and May 2026 private placement transactions; (3) the reincorporation of the Company from the State of Delaware to the State of Nevada by means of a plan of conversion, including approval of new Articles of Incorporation (which will provide for 100,000,000 authorized shares of common stock and authorize a discretionary reverse stock split as described in the Proxy Statement) and Bylaws under Nevada law; (4) as a Delaware-law fallback in the event Proposal 3 is not approved, approval of an amendment to the Company’s existing Certificate of Incorporation to increase the number of authorized shares of our common stock from 25,000,000 to 100,000,000, with the Board of Directors having the discretion to file such amendment at any time within one year following stockholder approval; (5) as a Delaware-law fallback in the event Proposal 3 is not approved, approval of an amendment to the Company’s existing Certificate of Incorporation to effect a discretionary reverse stock split of our common stock at a ratio in the range of 1-for-2 to 1-for-10, to be effected at the discretion of the Board of Directors within one year following stockholder approval; (6) an advisory vote on the compensation of our named executive officers; and (7) the ratification of the appointment of Turner, Stone & Company, L.L.P. as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The increase in authorized common stock and the discretionary reverse stock split contemplated by Proposals 4 and 5 are also bundled into the Nevada Articles of Incorporation that stockholders are being asked to approve as part of Proposal 3; if Proposal 3 is approved and the reincorporation is completed, those provisions will take effect as integral terms of the new Nevada Articles of Incorporation regardless of how stockholders vote on Proposal 4 or Proposal 5. Proposal 4 and Proposal 5 are presented as separate proposals so that the Company can implement these changes under Delaware law if Proposal 3 is not approved.

We are providing a full set of proxy materials — including this Proxy Statement, the proxy card and our Annual Report for the fiscal year ended December 31, 2025 — to all stockholders of record entitled to vote at the Annual Meeting. We are mailing the proxy materials beginning on or about June 9, 2026. Stockholders who hold their shares in “street name” through a broker, bank or other nominee will receive the proxy materials (or instructions for accessing them electronically) from that broker, bank or other nominee, in accordance with such intermediary’s usual practice. Stockholders may also consent to receive future proxy materials by email, as described under “Delivery of Proxy Materials” in the accompanying Proxy Statement.

Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Annual Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting in person at the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a legal proxy from your nominee in order to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the meeting in person.

Thank you for your support of, and continued interest in, NexGel, Inc.

Sincerely,

/s/ Steven Glassman

Steven Glassman

Chairperson of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2026

Our official Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy Card and

2025 Annual Report on Form 10-K are available, free of charge, at the following website:

www.proxyvote.com.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 10, 2026

To the Stockholders of NexGel, Inc.:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of NexGel, Inc., a Delaware corporation (the “Company”), will be held on July 10, 2026, at 10:00 a.m. Eastern Time, at our corporate headquarters located at 2150 Cabot Boulevard West, Suite B, Langhorne, Pennsylvania 19047. We will consider and act on the following items of business at the Annual Meeting:

Stockholders are referred to the proxy statement accompanying this notice (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Annual Meeting. After careful consideration,the Board of Directors recommends a vote “FOR” the election of each of the nominees as directors (Proposal 1); “FOR” Proposals 2, 3, 4, 5, 6 and 7.

**Important Note Regarding Proposal 3, Proposal 4 and Proposal 5:**Approval of Proposal 3 (the reincorporation from Delaware to Nevada) includes approval of the new Nevada Articles of Incorporation as drafted, which provide for 100,000,000 authorized shares of common stock and a discretionary reverse stock split. As a result, if Proposal 3 is approved by stockholders and the reincorporation is completed, those provisions of the Nevada Articles of Incorporation will take effect at the effective time of the reincorporation, regardless of the outcomes of the votes on Proposal 4 and Proposal 5. Proposal 4 (the increase in authorized common stock) and Proposal 5 (the discretionary reverse stock split) are presented on the ballot as Delaware-law fallbacks so that the Company will be able to implement these changes under Delaware law if Proposal 3 is not approved. Stockholders are urged to carefully review the Proxy Statement for additional information regarding the relationship between these proposals.

The Board of Directors has fixed the close of business on June 3, 2026, as the record date (the “Record Date”) for the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to and during the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return the enclosed proxy card promptly in the postage-paid envelope provided, or vote via the Internet or by telephone in accordance with the instructions on the enclosed proxy card. If you attend the Annual Meeting, you may revoke your proxy and vote your shares in person.

By Order of the Board of Directors,

/s/ Steven Glassman

Chairperson of the Board of Directors

Langhorne, Pennsylvania

TABLE OF CONTENTS

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PROXY STATEMENT FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 10, 2026