NEXGEL Announces Consideration Terms of Agreement to License and Acquire Portfolio of Commercial-Stage Regenerative Biomaterial Products

NEXGEL (NASDAQ: NXGL) announced terms to license and acquire a portfolio of six commercial-stage regenerative biomaterial products from Celularity (NASDAQ: CELU).

Rhea-AI Summary

NEXGEL (NASDAQ: NXGL) announced terms to license and acquire a portfolio of six commercial-stage regenerative biomaterial products from Celularity (NASDAQ: CELU).

Key terms: $15 million upfront cash plus up to $20 million in milestone payments tied to net sales. The company says the deal should roughly triple revenue to ~ $35 million and make NEXGEL immediately profitable upon closing. The portfolio targets tendon repair, skin grafts, and bone growth, includes decade-long clinical use and reimbursement pathways, adds commercial/scientific staff, and remains subject to customary closing and financing.

Positive

• Upfront payment of $15 million to acquire portfolio
• Potential milestones up to $20 million tied to net sales
• Revenue expected to triple to about $35 million
• Immediate profitability projected upon closing
• Six commercial-stage products with decade-plus clinical use

Negative

• Transaction is subject to customary closing and financing, creating execution and funding risk
• Milestone payments of up to $20 million are contingent on future net sales and not guaranteed

Argus Mar 12 session

+16.21% close to close Open Argus

Details

News Market Reaction – NXGL

On Mar 12, the day this news came out, NXGL closed 16.21% above the previous close.

Data tracked by StockTitan Argus for the Mar 12 session.

Market Context

On Mar 12, the day this news came out, the stock closed 16.2% above the previous close. A strong pos...

Analysis

On Mar 12, the day this news came out, the stock closed 16.2% above the previous close. A strong positive reaction aligns with the company’s framing of this deal as transformative, with revenue expected to reach about $35 million and immediate profitability upon closing. Historically, NXGL’s acquisitions have averaged a -3.57% move, so a much larger upside response would have stood out versus prior deals. Investors would still have needed to weigh execution, integration, and financing conditions tied to closing.

Key Figures

Upfront payment: $15 million Milestone payments: $20 million Post-deal revenue: $35 million +2 more

Upfront payment

$15 million

Cash consideration for Celularity biomaterials portfolio

Milestone payments

$20 million

Potential additional payments based on future net sales targets

Post-deal revenue

$35 million

Expected annual revenue after transaction, approximately triple current base

Portfolio products

6 products

Number of commercial-stage regenerative biomaterial products in portfolio

8-K filing date

March 10, 2026

Current Report on Form 8-K for transaction details

Previous Acquisition Reports

3 past events · Latest: Mar 10

Same Type 3 events

1. Mar 10

   Biomaterials acquisition deal

   24h Move

   -15.8%

   Signed definitive agreement to acquire six Celularity regenerative biomaterial products.

2. Feb 10

   Acquisition financing

   24h Move

   +2.3%

   Announced $1.797M financing and potential $14.869M for targeted acquisition.

3. May 16

   Beauty brand acquisition

   24h Move

   +2.7%

   Acquired Silly George beauty brand, expected to add $2M in annual revenue.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

milestone payments, net sales, regenerative biomaterial products, clinical use, +2 more

6 terms

milestone payments financial

"and potentially an additional $20 million in milestone payments based on net sales targets"

Milestone payments are predetermined sums a company agrees to pay or receive when specific development, regulatory, or commercial goals are reached in a partnership or license deal. Think of them like progress bonuses: they turn uncertain future outcomes into conditional cash events, so investors track them as potential sources of revenue, value inflection points, and risk—payments only arrive if the agreed milestones are actually achieved.

net sales financial

"additional $20 million in milestone payments based on net sales targets related to the portfolio"

Net sales is the total money a company earns from selling its goods or services after subtracting returns, discounts, and allowances — like a store counting the cash it actually keeps after refunds and coupons. Investors use net sales to gauge true customer demand and the real size of a business’s revenue stream, since it forms the basis for profit margins, growth trends, and comparisons between companies.

regenerative biomaterial products medical

"license and acquire a portfolio of commercial-stage regenerative biomaterial products from Celularity"

Regenerative biomaterial products are medical materials designed to help the body repair, replace or regrow damaged tissue by providing a temporary scaffold, signals or supportive environment—think of them as biological scaffolding that guides healing. Investors care because these products can create new treatment markets, command premium pricing if clinically successful, and carry clear commercial risks tied to clinical trials, regulatory approval and long-term performance.

clinical use medical

"These products carry over a decade of clinical use, demonstrated clinical utility"

Clinical use means a medical product or procedure being actually applied to diagnose, treat or prevent disease in real patients, under approved guidelines or within accepted medical practice. For investors it signals whether a therapy has moved beyond lab tests into everyday healthcare—similar to a product moving from prototype to store shelves—because adoption, insurance coverage and real‑world results determine a treatment’s commercial value and long‑term revenue potential.

insurance reimbursement financial

"demonstrated clinical utility, and existing insurance reimbursement pathways"

Payment made by a health insurer to a patient or provider to cover the cost of a medical service, drug, or device; it functions like an insurance company repaying part or all of a bill after a claim is filed. For investors, reimbursement determines whether and how much a company can realistically be paid for its product or service, shaping revenue forecasts, pricing power, market access and the overall commercial viability of healthcare offerings.

Form 8-K regulatory

"A Current Report on Form 8-K containing further details regarding the contemplated transaction"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Consideration for portfolio will consist of a $15 million upfront cash payment and potentially an additional $20 million in milestone payments based on net sales targets related to the portfolio 

Transaction expected to approximately triple NEXGEL’s annual revenue to about $35 million and is expected to make the Company immediately profitable upon closing

LANGHORNE, Pa., March 12, 2026 (GLOBE NEWSWIRE) -- NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, today announced the consideration terms of its previously announced agreement to license and acquire a portfolio of commercial-stage regenerative biomaterial products from Celularity Inc. (“Celularity”) (NASDAQ: CELU), a regenerative and cellular medicine company.

Consideration for the portfolio will include a $15 million upfront cash payment and potentially an additional $20 million in milestone payments based on various annual net sales targets related to the portfolio.

The transaction represents the most significant milestone in the Company’s history and is expected to approximately triple NEXGEL’s revenue base and expected to make the Company profitable immediately upon closing.

The existing portfolio of 6 products encompasses a diversified suite of established regenerative biomaterial products and technologies focused on tendon repair, skin grafts, and bone growth—all within the rapidly growing regenerative biomaterials market. These products carry over a decade of clinical use, demonstrated clinical utility, and existing insurance reimbursement pathways. Critically, the transaction is expected to bring an experienced commercial and scientific team to NEXGEL, meaningfully expanding the Company’s capabilities and reach in the medical technology sector.

The transaction is subject to customary closing processes and financing. A Current Report on Form 8-K containing further details regarding the contemplated transaction was be filed by NEXGEL on March 10, 2026 and is available on the U.S. Securities and Exchange Commission’s EDGAR website.

Adam Levy, CEO of NEXGEL, commented, “This is a transformative moment for our company. In consideration for the portfolio, NEXGEL will pay an upfront cash payment of $15 million. Going forward, milestone payments of up to $20 million may potentially be paid based on the portfolio achieving various net sales targets in the future. The potential milestone payments would represent additional upside in the transaction for both companies and a success for NEXGEL shareholders.”

About NEXGEL, Inc.
NEXGEL is a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications. Based in Langhorne, Pa., the Company has developed and manufactured electron-beam, cross-linked hydrogels for over two decades. NEXGEL brands include SilverSeal^®, Hexagels^®, Turfguard^®, Kenkoderm^® and Silly George^®. Additionally, NEXGEL has strategic contract manufacturing relationships with leading consumer healthcare companies.

Forward-Looking Statement
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “potential,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “lends,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts, including, without limitation, our expectation that the transaction will approximately triple our revenue and make the Company immediately profitable upon closing, and our expectation the transaction will bring an experienced commercial and scientific team to NEXGEL which will meaningfully expand the Company’s capabilities and reach in the medical technology sector, and our belief this transaction represents a transformative step in its strategy to create shareholder value. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company's forward-looking statements, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2024, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC and which may be viewed at http://www.sec.gov/.

Investor Contacts:
Valter Pinto, Managing Director
KCSA Strategic Communications
212.896.1254
Nexgel@KCSA.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What consideration did NEXGEL (NXGL) agree to pay for the Celularity product portfolio?

NEXGEL agreed to pay a $15 million upfront cash payment and up to $20 million in sales-based milestones. According to the company, milestone payments are contingent on achieving specified annual net sales targets tied to the portfolio.

How will the Celularity portfolio acquisition affect NEXGEL (NXGL) revenue and profitability?

The company says the transaction is expected to approximately triple NEXGEL’s annual revenue to about $35 million. According to the company, it also expects the acquisition to make NEXGEL immediately profitable upon closing.

What products are included in the portfolio NEXGEL (NXGL) is acquiring from Celularity (CELU)?

The portfolio includes six commercial-stage regenerative biomaterial products focused on tendon repair, skin grafts, and bone growth. According to the company, these products have over a decade of clinical use and existing reimbursement pathways.

Is the NEXGEL (NXGL) transaction with Celularity (CELU) finalized and where can investors find details?

The transaction is not final; it remains subject to customary closing processes and financing. According to the company, more details were filed on a Form 8-K on March 10, 2026 and are available on SEC EDGAR.

Will NEXGEL (NXGL) gain commercial and scientific capabilities from the Celularity deal?

Yes. According to the company, the transaction is expected to bring an experienced commercial and scientific team to NEXGEL, meaningfully expanding its medical technology capabilities and market reach.

What are the main risks for NEXGEL (NXGL) related to this acquisition from Celularity (CELU)?

Primary risks include the need to complete customary closing and financing and that milestone payments depend on future net sales. According to the company, those conditions create execution and funding uncertainty for shareholders.