Nexgel, Inc PRE 14A, filed May 29, 2026

Nexgel, Inc. (NXGL)

PRE 14A 2026-05-29 For: 2026-05-29

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Added on October 18, 2026

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1.	Election of seven directors to serve on our Board of Directors until our 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified (“Proposal 1”);
	2.	Approval, for purposes of Nasdaq Listing Rule 5635(d), of the issuance of shares of our common stock representing more than 19.99% of our outstanding shares of common stock upon conversion of the unsecured convertible promissory notes (including the convertible promissory note issued to Celularity Inc.) and exercise of the warrants issued in our April 2026 and May 2026 private placement transactions, including any shares issuable as a result of the anti-dilution adjustments, conversion price reset features and interest payable in shares contained in such notes (“Proposal 2”);
	3.	Approval of the reincorporation of the Company from the State of Delaware to the State of Nevada, by means of a plan of conversion pursuant to Section 266 of the Delaware General Corporation Law and Chapter 92A of the Nevada Revised Statutes, including approval of the Plan of Conversion, the Articles of Incorporation of NexGel, Inc., a Nevada corporation, and the Bylaws of NexGel, Inc., a Nevada corporation, in substantially the forms attached to the accompanying Proxy Statement as Annex A, Annex B and Annex C, respectively (“Proposal 3”);
	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, in substantially the form attached to the accompanying Proxy Statement as Annex D, 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 (“Proposal 4”). The increase in authorized common stock is also bundled into the new Nevada Articles of Incorporation to be approved as part of Proposal 3, and, if Proposal 3 is approved and the reincorporation is completed, will take effect as a term of the Nevada Articles of Incorporation regardless of how stockholders vote on this Proposal 4;
	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, in substantially the form attached to the accompanying Proxy Statement as Annex E, 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, with the exact ratio to be determined by the Board of Directors in its sole discretion at any time within one year following stockholder approval (“Proposal 5”). The discretionary reverse stock split authority is also bundled into the new Nevada Articles of Incorporation to be approved as part of Proposal 3, and, if Proposal 3 is approved and the reincorporation is completed, will be conferred on the Board of Directors under the Nevada Articles of Incorporation regardless of how stockholders vote on this Proposal 5;
	6.	Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this notice (“Proposal 6”);
	7.	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 (“Proposal 7”); and
	8.	Such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
PROPOSAL 1: ELECTION OF DIRECTORS	8
Directors and Nominees	8
Director Biographies	8
Family Relationships	10
Director Independence	11
Board Leadership Structure	11
Risk Oversight	11
Meetings of the Board of Directors	11
Committees of the Board of Directors	11
Communications with Directors	12
Code of Business Conduct and Ethics	13
Insider Trading Policy	13
Hedging Policy	13
Compensation Recovery Policy	13
Section 16(a) Beneficial Ownership Reporting Compliance	13
Director Compensation	14
Required Vote	14
Recommendation of the Board	14
PROPOSAL 2: APPROVAL OF NASDAQ 20% ISSUANCE	15
Background of the Financings	15
Description of the Notes and Warrants	16
Why Stockholder Approval Is Required	18
Maximum Number of Shares Potentially Issuable	19
Related Party Participation	21
Effect of Approval or Non-Approval	22
Required Vote	22
Recommendation of the Board	22
PROPOSAL 3: REINCORPORATION FROM DELAWARE TO NEVADA	23
Background and Reasons for the Reincorporation	24
Mechanism of the Reincorporation	25
Effect of Approval and Effective Time	25
Treatment of Outstanding Securities	26
Comparison of Stockholder Rights	26
No Appraisal or Dissenters’ Rights	29
Certain U.S. Federal Income Tax Consequences	30
Accounting Treatment	30
Regulatory Approvals	30
Vote Required and Effect of Approval	31
Recommendation of the Board	31

PROPOSAL 4: INCREASE IN AUTHORIZED COMMON STOCK	31
Background and Reasons	31
Effect of the Increase	32
Potential Anti-Takeover Effects	33
Implementation of the Authorized Share Increase	33
Required Vote	33
Recommendation of the Board	33
PROPOSAL 5: DISCRETIONARY REVERSE STOCK SPLIT	34
Background and Reasons for the Reverse Stock Split	34
Nasdaq Minimum Bid Price Deficiency	34
Discretion of the Board	35
Principal Effects	36
Treatment of Fractional Shares	36
Effect on Authorized Shares	37
Effect on Outstanding Equity Awards and Derivative Securities	37
No Appraisal Rights	37
Certain U.S. Federal Income Tax Consequences	37
Implementation of the Reverse Stock Split	38
Required Vote	38
Recommendation of the Board	38
PROPOSAL 6: ADVISORY VOTE ON EXECUTIVE COMPENSATION	39
PROPOSAL 7: RATIFICATION OF AUDITORS	40
EXECUTIVE COMPENSATION	42
AUDIT COMMITTEE MATTERS	45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	48
ADDITIONAL INFORMATION	49
STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING	49
HOUSEHOLDING	49
OTHER BUSINESS	49
WHERE YOU CAN FIND MORE INFORMATION	49
ANNEX A – PLAN OF CONVERSION	A-1
ANNEX B – ARTICLES OF INCORPORATION OF NEXGEL, INC. (NEVADA)	B-1
ANNEX C – BYLAWS OF NEXGEL, INC. (NEVADA)	C-1
ANNEX D – FORM OF CERTIFICATE OF AMENDMENT (AUTHORIZED SHARE INCREASE)	D-1
ANNEX E – FORM OF CERTIFICATE OF AMENDMENT (REVERSE STOCK SPLIT)	E-1

	●	Proposal 1: election of seven directors to serve on our Board to serve until our 2027 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified;
	●	Proposal 2: approval, for purposes of Nasdaq Listing Rule 5635(d), of the issuance of shares of our common stock representing more than 19.99% of our outstanding shares of 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, including any shares issuable as a result of the anti-dilution adjustments, conversion price reset features and interest payable in shares contained in such notes;
	●	Proposal 3: approval of 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 the Plan of Conversion, the Articles of Incorporation of NexGel, Inc., a Nevada corporation, and the Bylaws of NexGel, Inc., a Nevada corporation;
	●	Proposal 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;
	●	Proposal 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, with the exact ratio to be determined by the Board in its sole discretion at any time within one year following stockholder approval;
	●	Proposal 6: advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement;
	●	Proposal 7: 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; and
	●	such other business as may arise and that may properly be conducted at the Annual Meeting or any adjournment or postponement thereof.

	●	Via Internet: as prompted by the menu found at www.proxyvote.com, follow the instructions to obtain your records and submit an electronic ballot. Please have your Stockholder Control Number, which can be found on your proxy card, when you access this voting site. You may vote via the Internet until 11:59 p.m., Eastern Time, on July 9, 2026.
	●	Via telephone: call 1-800-690-6903 and then follow the voice instructions. Please have your Stockholder Control Number, which can be found on your proxy card, when you call. You may vote by telephone until 11:59 p.m., Eastern Time, on July 9, 2026.
	●	Via mail: complete and sign the enclosed proxy card and return it in the postage-paid envelope provided. If you submit a signed proxy without indicating your vote, the person voting the proxy will vote your shares according to the Board’s recommendation.

	●	submitting a properly completed and executed proxy card with a later date that is received before the Annual Meeting;
	●	voting again via the Internet or by telephone (only your latest proxy submitted will be counted);
	●	attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy); or
	●	giving written notice of revocation to the Company addressed to Ian Blackman, Chief Financial Officer, at the Company’s address above, which notice must be received before 5:00 p.m., Eastern Time, on July 9, 2026.

Name	Age	Position
Adam Levy	63	Chief Executive Officer, President and Director
Steven Glassman	61	Chairperson of the Board of Directors
Steven A. Ciardiello	55	Director
Scott R. Henry	55	Director
Dr. Jerome B. Zeldis, M.D., Ph.D.	76	Director
Brian J. Kieser	59	Director
Kevin M. Harris	51	Director

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Adam Levy	—	—	—
Steven Glassman*	Member	Chairperson	Member
Steven A. Ciardiello	Member	Member	—
Scott R. Henry	Chairperson	Member	Member
Dr. Jerome B. Zeldis	—	—	Chairperson
Brian J. Kieser	—	—	—
Kevin M. Harris	—	—	—

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)			All Other Compensation ($)		Total ($)
Steven Glassman		—		21,173 (1)		64,710	(2)		—		85,883
Steven A. Ciardiello		—		—		44,490	(3)		—		44,490
Scott R. Henry		—		21,173 (1)		64,710	(2)		—		85,883
Nachum Stein (4)		—		—		64,710	(2)		—		64,710
Dr. Jerome B. Zeldis		—		—		64,710	(2)		—		64,710

Component	Principal Amount / Warrants		Initial Conversion / Exercise Price ($)		Underlying Shares
April 2026 Financing
April Notes	$	6,900,000		0.60		11,500,000
April Subsequent Commitments	$	475,000		0.60		791,667
Sales Rep Conversion Notes	$	500,000		0.60		833,333
Additional Qualified Buyer Purchase	$	1,000,000		0.60		1,666,667
Celularity Note	$	5,000,000		0.60		8,333,333
April Warrants		n/a		0.80		5,750,000
May 2026 Financing
May Notes	$	1,210,000		0.60		2,016,667
May Warrants		n/a		0.80		1,008,334
Total
Total Underlying Shares (at initial Conversion / exercise prices, no reset, no anti-dilution, no interest paid in shares)						31,900,001

Hypothetical Reset Conversion Price ($)		Aggregate Principal Amount of Notes ($)		Shares Issuable on Full Conversion		Multiple of Initial Issuable Shares
	0.60 (Initial)		15,085,000		25,141,667		1.0	x
	0.40		15,085,000		37,712,500		1.5	x
	0.30		15,085,000		50,283,333		2.0	x
	0.20		15,085,000		75,425,000		3.0	x
	0.10		15,085,000		150,850,000		6.0	x

	●	No floor on the Conversion Price. The Conversion Price of the Notes is subject to a reset, on the date that is twelve (12) months after issuance and again on the maturity date, to the lower of the then-applicable Conversion Price or the recent volume-weighted average trading price of our common stock. There is no floor or minimum on the Conversion Price. As a result, if the trading price of our common stock declines, the Conversion Price will decline as well, and the number of shares issuable upon conversion of the Notes will increase — with no maximum limit. The lower our stock price falls, the more shares we must issue, which could in turn place further downward pressure on our stock price.
	●	Full-ratchet anti-dilution adjustment. The Conversion Price is also subject to full-ratchet anti-dilution protection. This means that if we issue, or are deemed to issue, common stock or convertible or exercisable securities at a price below the then-applicable Conversion Price, the Conversion Price will be reduced to that lower price — not merely adjusted on a weighted-average basis. Any such reduction would increase the number of shares issuable upon conversion of the Notes.
	●	Interest payable in shares. Interest on the Notes accrues at 10% per annum (and at a default rate of up to 18% per annum upon an event of default) and may, at the holder’s election, be paid in shares of common stock valued at the then-applicable Conversion Price. Interest paid in shares would result in the issuance of additional shares not reflected in the tables above, and the lower the Conversion Price at the time of payment, the greater the number of shares issued in respect of interest.
	●	Compounding effect. Because a decline in our stock price simultaneously lowers the Conversion Price (increasing the conversion shares), can trigger the full-ratchet adjustment, and increases the number of shares issued in respect of any stock-settled interest, these features may operate together and compound one another, magnifying the dilutive effect on existing stockholders.

Assumed Conversion Price		Approx. Shares Issuable on Conversion and Exercise		Approx. Dilution (% of Outstanding)
	$0.60 (initial)		[31,900,001]		[78.3]	%
$	0.40		[44,470,834]		[83.4]	%
$	0.30		[57,041,667]		[86.6]	%
$	0.20		[82,183,334]		[90.3]	%
$	0.10		[157,608,334]		[94.7]	%

	●	Sequence LifeScience, Inc. (“Sequence”) purchased April Notes in the original aggregate principal amount of $5,500,000 (convertible at the initial Conversion Price into up to 9,166,667 shares of our common stock), and April Warrants exercisable for up to 4,583,334 shares of our common stock, in the April Financing. Mr. Brian J. Kieser, who serves as the Chief Executive Officer and is the indirect sole owner of Sequence, was appointed to our Board on May 6, 2026 — after the closing of the April Financing on April 17, 2026. As a result of his ownership and management role at Sequence, Mr. Kieser may be deemed to have an indirect material interest in the foregoing transaction. Mr. Kevin M. Harris serves as the Chief Operating Officer of Sequence but does not have any equity ownership interest in Sequence or its parent.
	●	Brian J. Kieser. On May 11, 2026 — after his appointment to our Board — the Company entered into a Securities Purchase Agreement with Mr. Kieser, pursuant to which Mr. Kieser was issued a May Note in the original principal amount of $1,000,000 (convertible at the initial Conversion Price into up to 1,666,667 shares of our common stock), and a May Warrant exercisable for up to 833,334 shares of our common stock, on substantially the same terms as the previously-issued April Notes and April Warrants. Mr. Kieser has a direct material interest in the foregoing transaction.
	●	Adam Levy. Mr. Levy, our Chief Executive Officer, President and a director, purchased May Notes and May Warrants for an aggregate purchase price of $60,000 in the May Financing on the same terms and conditions as the unaffiliated Buyers. Mr. Levy also invested $25,000 in the April Financing on the same terms and conditions as the unaffiliated Buyers.
	●	Scott R. Henry. Mr. Henry, a director, purchased May Notes and May Warrants for an aggregate purchase price of $25,000 in the May Financing on the same terms and conditions as the unaffiliated Buyers. Mr. Henry also invested $25,000 in the April Financing on the same terms and conditions as the unaffiliated Buyers.
	●	Other Director and Officer Participation. In addition to Messrs. Levy and Henry, one other member of our Board and two other executive officers of the Company invested an aggregate of $75,000 in the April Financing, each on the same terms and conditions as the unaffiliated Buyers.

	●	Lower Annual Franchise Taxes and Filing Fees. Nevada imposes substantially lower annual franchise taxes and filing fees on Nevada corporations than the State of Delaware imposes on Delaware corporations. The Company’s annual Delaware franchise tax and annual report fee for the fiscal year ended December 31, 2025 was approximately $16,500. Following the Reincorporation, the Company expects to incur a Nevada annual business license fee of $500 and a Nevada annual list of officers and directors filing fee of $150 (an aggregate of $650 per year), plus modest filing fees for any further charter amendments, which the Board estimates will result in annual cost savings of approximately $15,000 based on the Company’s current size. In addition, the one-time Nevada Secretary of State filing fee for the Nevada Articles, based on the proposed authorized capital stock of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock (each having a par value of $0.001 per share), is expected to be $175. While these savings represent only a modest portion of the Company’s overall operating expenses, the Board believes that these savings are meaningful for a smaller reporting company at the Company’s current stage of development.
	●	Statutory Flexibility for Proportional Recapitalization Actions. Nevada law affords the Board greater flexibility than Delaware law to manage certain routine recapitalization actions efficiently. Under NRS 78.207, the board of directors of a Nevada corporation may, by resolution and without further stockholder approval, change the number of authorized shares of a class or series, provided that the change is accompanied by a proportional change in the number of issued and outstanding shares of the same class or series (such as a stock split or reverse stock split coupled with a proportional adjustment to the authorized share count). Because the Nevada Articles do not opt out of NRS 78.207, this default Nevada authority will be available to the Board following the Reincorporation. By contrast, under the Company’s existing Delaware Certificate and the DGCL, any stock split or reverse stock split must be effected through a charter amendment, which requires stockholder approval. The Board believes that the availability of NRS 78.207 will benefit the Company and its stockholders by allowing the Board to respond quickly and cost-effectively to recapitalization considerations — for example, by effecting a proportional reverse stock split to address a future Nasdaq minimum bid-price deficiency — without incurring the cost, time and expense of calling a special meeting of stockholders for that limited purpose. Stockholders should be aware that this represents an expansion of Board authority compared to the Company’s current Delaware framework. Stockholder approval will continue to be required under Nevada law for any change in the authorized share count that is not accompanied by a proportional adjustment to issued and outstanding shares, as discussed below under “Comparison of Stockholder Rights — Stockholder Vote Required for Disproportionate Changes to Authorized Shares.”
	●	Officer Exculpation. Nevada law permits a corporation to limit the personal liability of officers (in addition to directors) for breach of fiduciary duty under certain circumstances. Under NRS 78.138(7), unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless it is proven both that the act or failure to act constituted a breach of his or her fiduciary duties and that the breach involved intentional misconduct, fraud or a knowing violation of law. The Nevada Articles extend exculpation to officers on this basis. By contrast, the Company’s current Delaware Certificate exculpates directors but does not exculpate officers, and the officer exculpation permitted under recent amendments to Section 102(b)(7) of the DGCL is, in certain respects, narrower than the protection afforded to officers under Nevada law (for example, the Delaware officer exculpation provision does not apply to claims brought by or in the right of the corporation, such as derivative claims). The practical effect for stockholders is that, following the Reincorporation, it may be more difficult for the Company or its stockholders to recover monetary damages from officers of the Company for breaches of fiduciary duty than is currently the case under Delaware law. The Board believes that the ability to extend exculpation to officers, on terms consistent with Nevada law and with the protections afforded to the Company’s directors, will assist the Company in attracting and retaining qualified officers as it continues to grow.

	●	Fiduciary Duty and Liability Standards. Nevada has codified the fiduciary duties of directors and officers and the standard for individual liability at NRS 78.138. Under Nevada law, a director or officer generally is not individually liable to the corporation or its stockholders for damages unless it is proven both that the director’s or officer’s act or failure to act constituted a breach of fiduciary duty and that the breach involved intentional misconduct, fraud or a knowing violation of law. This statutory standard is generally regarded as more protective of directors and officers, and as making it more difficult for stockholders to hold directors and officers individually liable for breaches of fiduciary duty, than the fiduciary duty principles developed under Delaware common law.
	●	Exculpation of Officers. As described above under “Background and Reasons for the Reincorporation,” the Nevada Articles exculpate officers from personal liability for damages for breach of fiduciary duty to a greater extent than the Company’s current Delaware Certificate, which does not exculpate officers. This may make it more difficult for the Company or its stockholders to recover monetary damages from officers.

	●	Removal of Directors. Under Delaware law, directors of a corporation without a classified board generally may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote. Under NRS 78.335, the removal of a director generally requires the affirmative vote of stockholders representing not less than two-thirds (2/3) of the voting power of the issued and outstanding stock entitled to vote. As a result, following the Reincorporation, it will be more difficult for stockholders to remove a director.
	●	Derivative Litigation. Nevada law and Nevada courts impose certain requirements and standards applicable to derivative litigation, and the codified liability standard under NRS 78.138 applies in the derivative context. Together with the exculpation and indemnification provisions of the Nevada Articles and Nevada Bylaws, these standards may make it more difficult for stockholders to pursue derivative claims on behalf of the Company against directors and officers, and to recover damages if such claims are pursued, than under Delaware law.
	●	Less Developed Body of Case Law. Delaware has a well-developed body of corporate case law, construed by a specialized court of equity (the Delaware Court of Chancery), that provides a comparatively high degree of predictability with respect to corporate legal affairs. Nevada’s body of corporate case law is less extensive and less frequently construed by the courts, which may result in less predictability as to the outcome of corporate legal disputes.
	●	Anti-Takeover Statutes. As described in the comparison table below, the Nevada Articles do not opt out of Nevada’s Control Share Statute (NRS 78.378 to 78.3793) or Combinations Statute (NRS 78.411 to 78.444). These statutes, like Delaware’s business combination statute, may have the effect of discouraging, delaying or preventing a change in control of the Company, which could deprive stockholders of opportunities to sell their shares at a premium.
	●	No Appraisal or Dissenters’ Rights; Transaction Costs. As described below under “No Appraisal or Dissenters’ Rights,” stockholders will not have statutory appraisal or dissenters’ rights in connection with the Reincorporation. In addition, the Company will incur one-time costs in connection with the Reincorporation, including filing fees, legal and other professional fees and other transaction costs.

	●	the Company will continue to exist as a Nevada corporation under the name “NexGel, Inc.”;
	●	the Nevada Articles will become the articles of incorporation of the Company;
	●	the Nevada Bylaws will become the bylaws of the Company;
	●	each member of our Board immediately prior to the Effective Time will continue in office as a director of the Company as a Nevada corporation, and each officer of the Company immediately prior to the Effective Time will continue in office as an officer of the Company as a Nevada corporation;
	●	all assets, liabilities, contracts, employee benefit plans and other obligations of the Company will continue as assets, liabilities, contracts, employee benefit plans and other obligations of the Company as a Nevada corporation, without further action; and
	●	our common stock will continue to be registered under Section 12(b) of the Exchange Act and listed on Nasdaq.

Subject	Delaware (Current)	Nevada (Following the Reincorporation)
Authorized Capital Stock	25,000,000 shares of common stock ($0.001 par value); 5,000,000 shares of “blank check” preferred stock ($0.001 par value).	100,000,000 shares of common stock ($0.001 par value); 5,000,000 shares of “blank check” preferred stock ($0.001 par value). See Proposal 3 — “Overview” above and the Nevada Articles attached as Annex B.
Stockholder Vote Required for Proportional Stock Splits and Reverse Stock Splits	Any stock split or reverse stock split must be effected through an amendment to the Delaware Certificate, which requires stockholder approval under the DGCL.	Under NRS 78.207, the Board may, by resolution and without further stockholder approval, change the number of authorized shares of a class or series, provided that the change is accompanied by a proportional change in the number of issued and outstanding shares of the same class or series. As a result, the Board will be able to effect a forward stock split or reverse stock split that is coupled with a proportional adjustment to the authorized share count without further stockholder approval. The Nevada Articles do not opt out of NRS 78.207.
Director Fiduciary Duties	Directors of Delaware corporations are subject to the fiduciary duties of care and loyalty established under Delaware common law.	Directors of Nevada corporations are subject to fiduciary duties codified at NRS 78.138, which generally requires a showing of intentional misconduct, fraud or a knowing violation of law to impose individual liability for a breach of fiduciary duty.

Director and Officer Exculpation	DGCL Section 102(b)(7) permits exculpation of directors and certain senior officers for breaches of the duty of care, subject to certain exceptions. Our Delaware Certificate exculpates directors but not officers.	NRS 78.138(7) provides that directors and officers are not individually liable to the corporation or its stockholders for damages for any act or failure to act unless the presumption of good faith is rebutted and it is proven that the act or failure to act constituted a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law. The Nevada Articles include officer exculpation provisions consistent with this standard.
Stockholder Vote Required for Disproportionate Changes to Authorized Shares	Under the Delaware Certificate (Article IV(D)), the number of authorized shares of any class of stock may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of the outstanding shares entitled to vote, voting together as a single class, irrespective of the requirement of DGCL Section 242(b)(2) that the holders of the class affected vote separately as a class. As a result, the Company can increase or decrease its authorized common stock or preferred stock without obtaining a separate class vote of the affected class.	Under the NRS and the Nevada Articles, any future change in the number of authorized shares of any class of stock that is not accompanied by a proportional adjustment to issued and outstanding shares will require the affirmative vote of the holders of a majority of the voting power of the outstanding shares entitled to vote on the amendment. NRS 78.390(3) generally entitles the holders of the class or series so affected to vote as a separate class on the amendment, unless the articles of incorporation specifically deny that vote. The Nevada Articles do not deny the separate class vote contemplated by NRS 78.390(3). On disproportionate changes to authorized shares, the Reincorporation thus restores the separate class-vote rights that the Delaware Certificate currently waives.
Removal of Directors	DGCL Section 141(k) generally permits removal of directors of a non-classified board with or without cause by the holders of a majority of the outstanding voting shares.	NRS 78.335 generally requires the affirmative vote of not less than two-thirds (2/3) of the voting power of the stockholders to remove a director, although the articles may provide for a higher voting threshold but not a lower one.
Stockholder Action by Written Consent	DGCL Section 228 permits stockholders to take action by written consent of holders of the minimum number of votes necessary to authorize such action, unless prohibited by the certificate of incorporation.	The Nevada Articles permit stockholders to take action by written consent in accordance with NRS 78.320(2), which provides that, unless the articles of incorporation or bylaws provide otherwise, stockholder action may be taken without a meeting if the written consent is signed by stockholders holding at least a majority of the voting power. The Nevada Articles and Nevada Bylaws do not impose a higher threshold and accordingly preserve the NRS 78.320(2) majority default.
Special Meetings of Stockholders	Our Delaware Bylaws provide that special meetings of stockholders may be called only by the Board, the Chairperson of the Board or the Chief Executive Officer.	Our Nevada Bylaws provide that special meetings of stockholders may be called only by the Board, the Chairperson of the Board or the Chief Executive Officer, consistent with our current practice.

Statutory Anti-Takeover Provisions	DGCL Section 203 generally restricts certain business combinations with interested stockholders for a period of three years after the time such stockholder becomes an interested stockholder, unless certain conditions are met.	NRS 78.378 to 78.3793 (the “Control Share Statute”) generally restricts the voting rights of “control shares” acquired in a “control share acquisition,” unless approved by a majority of disinterested stockholders. NRS 78.411 to 78.444 (the “Combinations Statute”) generally prohibits certain combinations with interested stockholders for two years after the date the stockholder becomes an interested stockholder, with prohibitions thereafter unless certain conditions are met. The Nevada Articles do not opt out of these provisions.
Forum Selection	Our Delaware Bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder claims and the U.S. federal district courts as the exclusive forum for Securities Act claims.	The Nevada Articles designate (i) the Eighth Judicial District Court in Clark County, Nevada (or, if that court does not have jurisdiction, the other state courts of Nevada and, failing that, the U.S. District Court for the District of Nevada) as the exclusive forum for internal corporate claims and (ii) the U.S. federal district courts as the exclusive forum for Securities Act claims.
Indemnification	DGCL Sections 145(a) and 145(b) permit indemnification of directors, officers, employees and agents. Our Delaware Certificate and Delaware Bylaws provide for indemnification to the full extent permitted by Delaware law.	NRS 78.7502 and 78.751 permit indemnification of directors, officers, employees and agents. The Nevada Articles and Nevada Bylaws provide for indemnification of directors, officers, employees and agents to the fullest extent permitted by Nevada law.
Appraisal Rights	DGCL Section 262 provides for statutory appraisal rights in connection with certain mergers and consolidations, but does not provide such rights in connection with a conversion under DGCL Section 266.	NRS 92A.300 through 92A.500 generally provide for dissenters’ rights in connection with certain mergers, conversions and other corporate actions, subject to certain market-out exceptions.

Class of Stock	Current Authorized		Proposed Authorized
Common Stock, par value $0.001 per share		25,000,000		100,000,000
Preferred Stock, par value $0.001 per share (blank check)		5,000,000		5,000,000

Shares of Common Stock	Number of Shares
Authorized under the Delaware Certificate		25,000,000
Issued and outstanding		([8,849,665]	)
Reserved for outstanding options, restricted stock units and equity incentive plans		([1,034,518]	)
Reserved for outstanding warrants		([6,758,334]	)
Reserved for conversion of outstanding convertible notes (at initial Conversion Price of $0.60)		([25,141,667]	)
Authorized shares of common stock unavailable for further issuance (shortfall)		([16,784,184]	)

	●	Comply with Existing Contractual Obligations. Satisfy the share reservation obligations under the Purchase Agreements, the Notes and the Warrants issued in the April Financing and the May Financing.
	●	Provide Financing Flexibility. Issue shares of common stock or securities convertible into or exercisable for common stock in connection with future capital raising transactions, including public or private offerings.
	●	Continue Equity Incentive Compensation. Use equity-based compensation as a tool for attracting, retaining and motivating qualified employees, officers, directors and consultants.
	●	Pursue Strategic Transactions. Issue shares in connection with potential acquisitions, joint ventures, licensing arrangements and other strategic transactions, including transactions related to the Celularity License Agreement.
	●	Address General Corporate Needs. Take advantage of opportunities that may arise in the future without the delay and expense of seeking further stockholder approval to authorize additional shares.

	●	Appeal to Broader Investor Base. Many investors, including institutional investors and investment funds, are reluctant to invest in or are prohibited from investing in stocks trading below a certain price per share. A higher share price following the Reverse Stock Split may make our common stock more attractive to such investors.
	●	Improved Marketability and Liquidity. Brokerage firms and certain other market participants may be reluctant to recommend stocks that trade at low share prices, and certain brokerage commission and transaction fee schedules may impose higher costs on transactions in low-priced stocks. A higher share price may improve the marketability and liquidity of our common stock.

	●	whether to effect the Reverse Stock Split;
	●	the exact ratio of the Reverse Stock Split within the range of 1-for-2 to 1-for-10; and
	●	the effective date and time of the Reverse Stock Split.

	●	the historical and projected performance of our common stock;
	●	prevailing market conditions and general economic trends, including investor and analyst sentiment regarding reverse stock splits;
	●	the projected effect of the Reverse Stock Split on the trading market for our common stock and on our compliance with the Minimum Bid Price Requirement;
	●	our then-current capital structure and capital needs;
	●	the existence of any pending corporate transactions; and
	●	the Compliance Deadline (and any extension thereof) imposed by Nasdaq.

Reverse Stock Split Ratio	Approximate Shares of Common Stock Outstanding After the Reverse Stock Split
1-for-2		[4,424,833]
1-for-3		[2,949,889]
1-for-4		[2,212,417]
1-for-5		[1,769,933]
1-for-6		[1,474,944]
1-for-7		[1,264,238]
1-for-8		[1,106,209]
1-for-9		[983,296]
1-for-10		[884,967]

Fee Category	Year Ended December 31, 2025 ($)		Year Ended December 31, 2024 ($)
Audit Fees		171,290		165,709
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total		171,290		165,709

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)			All Other Comp. ($)			Total ($)
Adam Levy Chief Executive Officer		2025		373,077		15,000		100,000	(1)		378,600	(2)		10,500			877,177
and President		2024		325,000		25,000		50,000	(3)		—			17,550	(4)		437,550
Joseph F. McGuire Former Chief Financial Officer (5)		2025		190,769		—		—			252,400	(6)		3,000			446,169
Adam E. Drapczuk III Former Interim Chief Financial Officer (7)		2024		248,229		—		—			—			—			248,229

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock Not Vested (#)		Market Value of Shares or Units Not Vested ($)
Adam Levy		14,286		—		5.25		9/9/2031		—		—
		37,500		112,500		3.83		1/2/2030		—		—
		—		—		—		—		8,750		14,088
Joseph F. McGuire (1)		31,252		68,748		3.83		1/2/2035		—		—

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options (a)		Weighted-Average Exercise Price of Outstanding Options ($) (b)		Securities Remaining Available for Future Issuance Excluding (a) (c)
Equity compensation plans approved by security holders		515,863		2.38		518,655
Equity compensation plans not approved by security holders		—		—		—
Total		515,863		2.38		518,655

	●	reviewed and discussed with management and Turner, Stone & Company, L.L.P., our independent registered public accounting firm, our audited financial statements for the fiscal year ended December 31, 2025;
	●	discussed with Turner, Stone & Company, L.L.P. the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”);
	●	received the written disclosures and the letter from Turner, Stone & Company, L.L.P. required by applicable requirements of the PCAOB regarding Turner, Stone & Company, L.L.P.’s communications with the Audit Committee concerning independence, and discussed with Turner, Stone & Company, L.L.P. its independence; and
	●	considered whether the provision by Turner, Stone & Company, L.L.P. of services to us other than audit services is compatible with maintaining their independence.