NEXGEL (NXGL) investor relations material

Executive summary

• Special Meeting scheduled for September 23, 2026, to vote on three key proposals.

• Proposals include increasing authorized common stock, a discretionary reverse stock split, and potential adjournment to solicit more votes.

• Board recommends voting in favor of all proposals to provide flexibility for capital needs and Nasdaq compliance.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to increase authorized common stock from 25,000,000 to up to 150,000,000, with the Board determining the exact number within one year.

• Proposal 2: Amend Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-20, at the Board's discretion within one year.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes for Proposals 1 or 2.

• All proposals require majority approval; abstentions and broker non-votes generally count as votes against Proposals 1 and 2.

Board of directors and corporate governance

• Board has full discretion to determine timing and specifics of share increase and reverse split within approved ranges.

• Board may abandon any proposal prior to implementation if deemed not in the best interests of the company or shareholders.

• Board unanimously recommends voting FOR all proposals.