NEXGEL, INC.

**If Proposal 3 is approved by our stockholders and the Reincorporation is completed, the authority to effect the Reverse Stock Split will be conferred on the Board under the Nevada Articles,**and the Reverse Stock Split (if effected) will be effected under Nevada law by the filing of a certificate of change with the Secretary of State of the State of Nevada pursuant to NRS 78.209. In that case, the vote on this Proposal 5 will have no further legal effect, and the Delaware Reverse Split Amendment described below will not be filed.

**If Proposal 3 is not approved by our stockholders (or the Board abandons the Reincorporation) and this Proposal 5 is approved,**the Reverse Stock Split will be effected, if at all, under Delaware law through an amendment to the Delaware Certificate (the “Delaware Reverse Split Amendment”), substantially in the form attached to this Proxy Statement as Annex E. In that case, the Board will have the authority, during the Authorization Period, to cause the Delaware Reverse Split Amendment, reflecting the reverse stock split ratio selected by the Board, to be filed with the Secretary of State of the State of Delaware, at which time the Reverse Stock Split will become effective.

In either case, the Board’s authority to effect the Reverse Stock Split will be subject to the same range of ratios (1-for-2 to 1-for-10), the same Authorization Period, the same discretion as to whether and when to effect the Reverse Stock Split, the same treatment of fractional shares, and the same ability of the Board to abandon the Reverse Stock Split, in each case as described in this Proposal 5. If this Proposal 5 is not approved by our stockholders, the Delaware Reverse Split Amendment will not be filed; in that case, if Proposal 3 is approved by our stockholders and the Reincorporation is completed, the Board will nevertheless have authority to effect the Reverse Stock Split under the Nevada Articles as described above.

Approval of Proposal 5 requires the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, as required by Section 242 of the DGCL to amend the Delaware Certificate. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” this proposal.

Approval of this Proposal 5 is not conditioned on the approval of any other proposal. If Proposal 3 is approved and the Reincorporation is completed, the authority to effect the Reverse Stock Split will be conferred on the Board under the Nevada Articles, regardless of the outcome of the vote on this Proposal 5.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE DISCRETIONARY REVERSE STOCK SPLIT, AS DESCRIBED IN PROPOSAL 5.