NEXGEL Announces Noteholder Participation in Strategic Recapitalization and Approximately $1.2 Million in New Capital Funding

The proposed debt conversion remains conditional on a merger, while $1.2 million in new financing has already been funded.

Rhea-AI Summary

NEXGEL (NXGL) secured agreements covering approximately 95% of its outstanding convertible note principal for conversion into common stock, conditional on a strategic merger. Holders of approximately $14.125 million of $14.885 million in principal signed agreements. Financing commitments total approximately $1.276 million, with $1.2 million funded, including approximately $732,000 from Sequence LifeScience. Shares are priced at $5.50 with 100% warrant coverage exercisable at $10.00.

NEXGEL implemented approximately $2.25 million in annualized cost savings and is pursuing up to $1.75 million more in savings and reduced operating losses. It is considering a related-party merger with Fountainhead LifeSciences and affiliates, including Sequence and NVISION Biomedical Technologies. If no merger closes by March 31, 2027, subject to extension, conversions will not occur, notes remain outstanding, and financing shares will be exchanged for convertible notes.

7 points · 3 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

2 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $14.125 million in note principal committed to conversion, potentially reducing debt upon satisfaction of conditions. 8.1× market cap
• Major pointApproximately $1.276 million in financing commitments includes $1.2 million funded to support merger transaction costs and immediate work. 73% of market cap
• Major pointApproximately $2.25 million in annualized cost savings implemented since the strategic review and leadership transition began.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Up to an additional $1.75 million in savings and reduced losses from underperforming operations is being pursued.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Additional growth capital may be raised at the contemplated merger closing, NEXGEL anticipates.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Accrued interest through September 30, 2026 will be paid in stock rather than cash upon conversion.
• Minor point. Forward-looking: it has not happened yet and may not happen.Interest accruing from October 1, 2026 is suspended and will not be payable if conversion occurs.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Common-stock conversions of participating notes and accrued interest would dilute existing shareholders.
• Major point. Forward-looking: it has not happened yet and may not happen.$5.50 financing shares with 100% warrant coverage at a $10.00 exercise price add dilution.
• Moderate point. Forward-looking: it has not happened yet and may not happen.March 31, 2027 merger deadline, subject to extension: failure leaves notes outstanding and exchanges financing shares for convertible notes.
• Minor pointDefinitive merger agreements and applicable corporate and regulatory approvals remain pending.
• Minor pointContemplated related-party merger includes Sequence, wholly owned by interim CEO and director Brian Kieser.

News Explained

If merger conditions are met, participating holders take accrued interest in shares, not cash, and Sequence is wholly owned by NEXGEL’s interim CEO.

Under the signed conversion agreements, which remain conditional on completion of a strategic merger and other conditions, participating holders will receive accrued interest through September 30, 2026 in common stock rather than cash, and interest accruing from October 1, 2026 is suspended and will not be payable if conversion occurs.

Sequence funded 61% of the amount funded to date and is wholly owned by NEXGEL Interim CEO Brian Kieser, who is also a director.

Key Figures

Convertible principal committed to conversion: Approximately $14.125 million of $14.885 million (approximately 95%) Total capital commitments: Approximately $1.276 million Capital funded to date: $1.2 million +5 more

Convertible principal committed to conversion

Approximately $14.125 million of $14.885 million (approximately 95%)

Subject to completion of a strategic merger and other conditions

Total capital commitments

Approximately $1.276 million

Commitments from participating noteholders and Sequence LifeScience

Capital funded to date

$1.2 million

New capital received in support of the strategic merger

Sequence funding

Approximately $732,000 (61% of the $1.2 million funded)

Funded by NEXGEL's strategic partner, Sequence LifeScience

Financing terms

$5.50 per share; 100% warrant coverage at a $10.00 exercise price

Purchases of NEXGEL common stock

Annualized cost savings implemented

Approximately $2.25 million

Implemented since the strategic review and leadership transition began

Additional savings pursued

Up to $1.75 million

Savings and reductions in losses from underperforming operations

Merger completion deadline

March 31, 2027

Subject to extension; conversion agreements will not take effect if the merger is not completed

Key Terms

convertible note, warrant coverage, related party transaction, private placement

4 terms

convertible note financial

"Holders representing approximately $14.125 million of the Company’s $14.885 million of outstanding convertible note principal"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

warrant coverage financial

"together with 100% warrant coverage at an exercise price of $10.00 per share"

Warrant coverage is the share of a financing deal that comes with detachable warrants — coupons that let the holder buy company stock at a set price later. Investors get these as a sweetener for taking a risk, because warrants can turn into equity if the stock rises, while existing shareholders face potential dilution when those warrants are exercised.

related party transaction financial

"which would be a related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

private placement financial

"These securities are being sold in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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Approximately 95% of Outstanding Convertible Note Principal Committed to Conversion, Subject to Completion of a Strategic Merger

Sequence LifeScience^™ Provides $732,000, Representing 61% of Approximately $1.2 Million Funded to Date, in
Support of a Strategic Merger

LANGHORNE, Pa., Nov. 11, 2026 (GLOBE NEWSWIRE) -- NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: NXGL), a company with a patient-centric medical technology sales and marketing team working closely with clinicians to provide solutions that drive better outcomes, streamline care and elevate the patient experience, today announced significant progress in its strategic recapitalization, with noteholders representing approximately 95% of the Company’s outstanding convertible note principal having executed agreements to convert their notes into common stock, subject to completion of a strategic merger and other conditions.

Holders representing approximately $14.125 million of the Company’s $14.885 million of outstanding convertible note principal have executed conversion agreements. Participating noteholders have also agreed to receive accrued interest through September 30, 2026 in common stock rather than cash upon conversion, further preserving liquidity for the Company. Interest accruing from October 1, 2026 is suspended and will not be payable if the conversion occurs. Upon completion of a strategic merger and satisfaction of the applicable conversion conditions, the conversion is expected to substantially reduce the Company’s outstanding debt, preserve liquidity and strengthen its balance sheet.

The Company has received total commitments of approximately $1.276 million, with $1.2 million of that amount funded to date, with total commitments of approximately $1.276 million, from existing NEXGEL noteholders participating in the recapitalization and NEXGEL’s strategic partner, Sequence LifeScience™. Sequence, which previously led the Company’s convertible note financing, funded approximately $732,000, representing 61% of the $1.2 million funded to date. Sequence is wholly owned by Brian Kieser, NEXGEL’s Interim Chief Executive Officer and a director. The financing consists of purchases of NEXGEL common stock at a fixed purchase price of $5.50 per share, together with 100% warrant coverage at an exercise price of $10.00 per share.

The initial financing is intended to provide the Company with liquidity to support transaction costs and the immediate operational and strategic work necessary to pursue a strategic merger. The additional investment also represents continued financial participation from stakeholders already supporting the Company’s strategic direction. Collectively, the recapitalization, financing commitments and operational initiatives are intended to improve the Company's capital structure, liquidity profile and operating efficiency.

“Achieving approximately 95% participation from our noteholders represents a significant milestone in NEXGEL’s recapitalization and reflects strong support for the path we are pursuing,” said Kevin Harris, Chair of the Special Committee for Strategic Review and Value Creation of the NEXGEL Board of Directors. “The conversion of approximately $14.1 million of existing debt would substantially reduce the debt burden on NEXGEL’s balance sheet. Combined with the new capital received and additional commitments, we believe we are establishing a significantly stronger financial foundation from which to pursue our contemplated strategic merger.”

Brian Kieser, Interim Chief Executive Officer of NEXGEL, added, “Our progress extends beyond the balance sheet. Since beginning the strategic review and leadership transition, we have implemented approximately $2.25 million of annualized cost savings and are pursuing up to an additional $1.75 million of savings and reductions in losses from underperforming operations. Together, these actions are creating a leaner operating structure and positioning NEXGEL to execute on its next phase of growth.”

The Company anticipates that additional growth capital may be raised in connection with the closing of the contemplated strategic merger. Such additional capital would be intended to provide liquidity to support the combined company’s operations, integration and growth initiatives following the merger.

The Company is currently considering a strategic merger with Fountainhead LifeSciences and its affiliates, including Sequence and NVISION Biomedical Technologies, Inc., which would be a related party transaction. If the merger is not completed by March 31, 2027 (subject to extension), the noteholder conversions referenced above will not occur and the notes will remain outstanding, and shares purchased in the new capital financing will be exchanged for convertible notes.

The Company’s ability to close the contemplated strategic merger, or any strategic merger at all, remains subject to the negotiation and execution of definitive agreements, applicable corporate and regulatory approvals and other customary closing conditions. There can be no assurance that any strategic merger will be consummated on the currently contemplated terms or at all.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

These securities are being sold in a private placement and have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.

Additional information regarding these transactions, including the terms of the related agreements, is included in the Company’s Current Report on Form 8-K will be filed with the Securities and Exchange Commission October 12, 2026.

About NEXGEL, Inc.

NEXGEL, through its Bionx Surgical division, is a patient centric medical technology sales and marketing team working closely with clinicians to provide solutions that drive better outcomes, streamline care, and elevate the patient experience. Bionx has a strong offering of products including Biovance (human amniotic membrane allograft), Biovance 3L (tri-layer human amniotic membrane allograft), Interfyl (human connective tissue matrix), SilverSeal (antimicrobial hydrogel wound dressing), and an expansive ophthalmic portfolio of placental derived ocular allografts (LUCENT, single layer, RADIANT, dual layer, and VIVID, triple layer). Additionally, NEXGEL is a 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. In addition to the above, NEXGEL brands include Hexagels^®, Turfguard^®, Kenkoderm^® and Silly George^®. NEXGEL also 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,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts, including, without limitation, statements regarding the anticipated conversion of the Company’s outstanding convertible notes, the completed and anticipated additional funding under the new capital financing, the anticipated effect of the recapitalization on the Company’s balance sheet and liquidity, the Company’s pursuit of the contemplated strategic merger, the potential consummation and timing of such merger, and the Company’s ability to raise additional growth capital in connection with any such merger. 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, 2025, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the Securities and Exchange Commission and which may be viewed at SEC.gov.

Investor Contact:

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.

How much NEXGEL debt is committed to conversion into stock?

Holders of approximately $14.125 million of NEXGEL’s $14.885 million in outstanding convertible note principal have signed conversion agreements. That represents approximately 95% of outstanding principal. Conversion depends on completion of a strategic merger and satisfaction of the applicable conversion conditions.

How much new financing has NEXGEL received and at what price?

NEXGEL has received $1.2 million against approximately $1.276 million in commitments, through common-stock purchases at $5.50 per share with 100% warrant coverage exercisable at $10.00 per share. Sequence LifeScience funded approximately $732,000, representing 61% of the amount funded to date.