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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ___________ to ___________

 Commission
file number: 001-41173

 NexGel,
Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 26-4042544

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 2150
 Cabot Blvd West, Suite B Langhorne, PA

 19047

 (Address
 of principal executive office)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (215) 702-8550

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001

 NXGL

 The
 Nasdaq Capital Market LLC

 Warrants
 to Purchase Common Stock

 NXGLW

 The
 Nasdaq Capital Market LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

 Yes
 No

 The
aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2023, the last business day of the
registrant's second fiscal quarter, was approximately $ 10,695,605 based on the price at which the registrant last sold common equity.

 As
of April 10, 2024, the registrant had 6,227,624 shares of common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None
in this Amendment No. 1 to Form 10-K/A.

 Auditor
 Name

 Auditor
 Location

 Auditor
 Firm Id

 Turner, Stone & Company, L.L.P.

 Dallas, Texas

 EXPLANATORY
NOTE

 References
to the "Company," "NexGel," "we," "us," and "our" refer to NexGel, Inc. and
its consolidated subsidiaries, unless the context requires otherwise.

 This
Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 2023, as filed with the United States Securities and Exchange Commission (the "SEC") on April 10, 2024
(the "Original Report"). Specifically, this Amendment amends and restates Part II, Item 9A, "Controls and Procedures"
in its entirety to include management's annual report on internal control over financial reporting as required by Item 308(a) of
Regulation S-K, The Original Report, as amended by this Amendment, is referred to as the "Annual Report."

 The
Company inadvertently failed to include management's annual report on internal control over financial reporting in the Original
Report. The omission of the disclosure had no impact on the consolidated financial statements and other disclosures contained in the
Original Report. Management is aware of its responsibility for establishing adequate internal controls over financial reporting, had
such internal controls in place at that time, and complied with the procedures established by the internal controls framework. The specific
disclosure item was inadvertently omitted from the Original Report as we had previously relied on an exemption established by the SEC
for newly public companies that allowed us to exclude management's report on internal control over financial reporting.

 Except
as described above, no other changes have been made to the Original Report. The Annual Report continues to speak as of the original filing
date of April 10, 2024. This Amendment is only being filed to revise Item 9A and does not change the previously reported financial statements
or any of the other disclosures contained in the Original Report. The Company has not updated or amended any other disclosures contained
therein to reflect any events which occurred after April 10, 2024, other than as expressly indicated in this Amendment. In addition,
the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.

 Item
9A. Controls and Procedures

 Disclosure
Controls and Procedures

 As
of December 31, 2023, we conducted an evaluation of the effectiveness of our "disclosure controls and procedures" ("Disclosure
Controls"), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our
chief executive officer and chief financial officer. There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving
their control objectives. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our
Disclosure Controls and Procedures were effective as of December 31, 2023 at a reasonable level of assurance.

 Management's
Annual Report on Internal Control over Financial Reporting and Attestation Report of the Registered Accounting Firm

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based
on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework). Because of its inherent limitations, internal control over financial reporting is not intended to provide
absolute assurance that a misstatement of our financial statements would be prevented or detected. Based on that assessment, management
has concluded that its internal control over financial reporting was effective as of December 31, 2023 to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America.

 Given
we are neither an accelerated filer nor a large accelerated filer, we are not required to include an attestation report regarding the
effectiveness of our internal controls over financial reporting of our independent registered public accounting firm in our Annual Report.

 Change
in Internal Control over Financial Reporting

 There
have been no changes in our internal control over financial reporting during the fiscal year ended December 31, 2023 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 PART
IV

 ITEM
15. EXHIBITS.

 The
following documents are filed as part of this Amendment:

 (1)

 Financial
 Statements

 No
financial statements are filed with this Amendment. These items were included as part of the Original Report.

 (2)

 Financial
 Statement Schedules

 None.

 (3)

 Exhibits

 The
exhibits listed in the Original Reports are required by Item 601 of Regulation S-K. A list of the exhibits filed with this Amendment
are provided below

 Exhibit
 Number

 Description

 31.3 *

 Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4 *

 Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Cover

 *Filed
herewith

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.

 NEXGEL,
 INC.

 Date:
 June 13, 2024

 By:

 /s/
 Adam Levy

 Adam
 Levy

 Chief
 Executive Officer, Director

 (Principal
 Executive Officer)

 Date:
 June 13, 2024

 By:

 /s/
 Adam E. Drapczuk

 Adam
 E. Drapczuk

 Chief
 Financial Officer