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NEXGEL Announces Spin-Off of Drug Delivery Program into NexGelRx

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NEXGEL (NASDAQ:NXGL) announced the spin-off of select drug delivery assets into a new company, NexGelRx, which will develop prescription drug delivery products using NEXGEL’s hydrogel technology.

Under the agreement NEXGEL will receive a 5% global royalty in perpetuity, retain a 19.99% equity stake in NexGelRx that is non-dilutive for up to $8 million of capital investment, and serve as the exclusive manufacturer of hydrogel for NexGelRx. NexGelRx closed initial outside funding and will focus exclusively on Rx commercialization while NEXGEL remains focused on manufacturing and consumer products.

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Positive

  • 5% global royalty in perpetuity on NexGelRx Rx products
  • 19.99% equity stake retained by NEXGEL, non-dilutive up to $8 million
  • NEXGEL named exclusive manufacturer of hydrogel for NexGelRx

Negative

  • 19.99% stake is a minority interest with limited control
  • Equity is non-dilutive only up to $8 million of capital

News Market Reaction – NXGL

+22.67% 6.1x vol
24 alerts
+22.67% News Effect
+20.2% Peak Tracked
-4.8% Trough Tracked
+$3M Valuation Impact
$16M Market Cap
6.1x Rel. Volume

On the day this news was published, NXGL gained 22.67%, reflecting a significant positive market reaction. Argus tracked a peak move of +20.2% during that session. Argus tracked a trough of -4.8% from its starting point during tracking. Our momentum scanner triggered 24 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $3M to the company's valuation, bringing the market cap to $16M at that time. Trading volume was exceptionally heavy at 6.1x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Equity interest: 19.99% Non-dilution cap: $8 million Royalty rate: 5% +2 more
5 metrics
Equity interest 19.99% Non-dilutive equity stake in NexGelRx for NEXGEL shareholders
Non-dilution cap $8 million Equity stake remains non-dilutive up to this capital into NexGelRx
Royalty rate 5% Global royalty to NEXGEL on Rx drug delivery products by NexGelRx
Royalty duration Perpetuity Ongoing global royalty on NexGelRx products using NEXGEL technology
Therapies to market 10 pharmaceuticals Number of pharmaceuticals brought to market by director Dr. Jerome Zeldis

Market Reality Check

Price: $1.19 Vol: Volume 81,858 is close to...
normal vol
$1.19 Last Close
Volume Volume 81,858 is close to its 20-day average of 79,087, indicating only modest pre-news positioning. normal
Technical Shares at $1.50 are trading below the 200-day MA of $2.46 and sit close to the 52-week low of $1.45, far below the $5.10 52-week high.

Peers on Argus

Sector peers showed mixed moves: HBIO up 6.19%, BNGO slightly positive, while MH...
1 Up

Sector peers showed mixed moves: HBIO up 6.19%, BNGO slightly positive, while MHUA fell 27.18% and others were down modestly. Momentum scanner only flagged one peer (LUCY up ~4.4%) with no news, suggesting this spin-off news is more stock-specific than part of a broad sector rotation.

Historical Context

5 past events · Latest: Nov 11 (Neutral)
Pattern 5 events
Date Event Sentiment Move Catalyst
Nov 11 Q3 2025 earnings Neutral -4.6% Flat revenue with margin improvement and narrowed loss still met by share decline.
Nov 03 Earnings call notice Neutral -4.5% Announcement of Q3 results date and call followed by a negative price move.
Oct 09 Conference presentation Neutral -1.5% LD Micro conference participation produced a small but negative price reaction.
Aug 12 Q2 2025 earnings Positive -11.4% Triple‑digit revenue growth and better margins coincided with an <b>11.44%</b> drop.
Aug 06 Q2 call notice Neutral -7.0% Scheduling the Q2 report and call preceded a notable <b>6.96%</b> decline.
Pattern Detected

Across the last five news events (mainly earnings and conferences), NXGL shares moved negatively after each announcement, including on strong Q2 growth and guidance, indicating a pattern of downside or skepticism even on seemingly constructive updates.

Recent Company History

Over the past six months, NEXGEL reported rapid growth in Q2 2025 with revenue of $2.88M, up 100.3% year‑over‑year, and maintained $13M full‑year guidance, yet the stock fell 11.44% post‑release. Subsequent earnings on Nov 11, 2025 showed flat quarterly revenue around $2.93M and an improved loss profile, but again the share price declined. Conference and earnings-call scheduling headlines in August–November also saw negative reactions. Against this backdrop, the NexGelRx spin-off offers a new strategic angle after a string of news that failed to lift the stock.

Market Pulse Summary

The stock surged +22.7% in the session following this news. A strong positive reaction aligns with t...
Analysis

The stock surged +22.7% in the session following this news. A strong positive reaction aligns with the value-creation framing of this spin-off: NEXGEL retained a 19.99% non-dilutive stake in NexGelRx, a 5% perpetual global royalty, and exclusive hydrogel manufacturing rights. Historically, however, even constructive earnings and guidance saw negative moves, so investors watching past divergence patterns might have weighed sustainability carefully, especially given recent going-concern disclosures and insider selling in prior filings.

Key Terms

non-dilutive, royalty, Rx, hydrogel, +2 more
6 terms
non-dilutive financial
"NEXGEL shareholders will receive a non-dilutive 19.99% equity interest..."
Non-dilutive describes funding or income that does not reduce existing shareholders’ ownership percentage. It matters to investors because it lets a company raise money or generate value—through grants, loans, licensing deals, or revenue—without issuing extra shares, so each existing share keeps the same claim on profits and control; think of adding toppings to a cake without cutting it into more slices.
royalty financial
"NEXGEL will also receive a 5% global royalty in perpetuity..."
A royalty is a payment made to the owner of a resource or asset—such as a patent, mineral rights, or creative work—whenever others use or profit from it. For investors, royalties provide a steady stream of income without owning the entire asset, similar to earning a small commission each time a product is sold or a service is used. This makes royalties an important factor in valuing certain types of investments.
Rx medical
"developing and commercializing prescription (Rx) drug delivery solutions..."
Rx is the shorthand symbol for a prescription medication or the act of prescribing drugs by a licensed healthcare professional. For investors, Rx signals products that require regulatory approval, insurance coverage, and doctor involvement before patients can use them, which affects a drug maker’s sales path, pricing power, and revenue predictability. Think of Rx like a gated storefront: access and rules shape how many customers actually buy the product.
hydrogel medical
"ultra-gentle, high-water-content hydrogel products for healthcare..."
A hydrogel is a soft, jelly-like material made mostly of water combined with a network of flexible, supportive molecules. Its unique ability to hold large amounts of water while remaining stable makes it useful in various medical, industrial, and consumer applications. For investors, innovations involving hydrogels can signal growth opportunities in sectors like healthcare, biotechnology, and advanced materials.
electron beam technical
"The electron beam generated hydrogel lends itself to creating new topical..."
An electron beam is a focused stream of high-speed electrons generated by specialized equipment and aimed at materials to cut, weld, sterilize, or change their structure and surface properties. Investors care because this technology can speed production, improve product quality, reduce contamination or chemical use, and help companies meet safety or regulatory standards—factors that can lower costs, shorten time-to-market, and influence competitive position and valuation. Think of it as an invisible, highly precise tool that reshapes or cleans materials much like a precision heat lamp or chisel.
systemic therapies medical
"new topical and systemic therapies that can supplement existing therapies..."
Systemic therapies are treatments designed to travel through the bloodstream and affect the whole body rather than a single spot, like taking a pill or an IV drug that reaches many organs. Investors care because these therapies can address widespread or hard-to-reach disease, often involve larger patient populations, recurring use, and greater regulatory and safety scrutiny, all of which influence potential market size, pricing power, and long‑term revenue.

AI-generated analysis. Not financial advice.

NEXGEL shareholders will receive a non-dilutive 19.99% equity interest in NexGelRx up to $8 million of capital investment in spin-off

NEXGEL will also receive a 5% global royalty in perpetuity on products sold using its drug delivery technology

LANGHORNE, Pa., Dec. 11, 2025 (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 spin-off of select drug delivery application assets into NexGelRx, an entity which will focus exclusively on developing and commercializing prescription (Rx) drug delivery solutions utilizing NEXGEL’s proprietary hydrogel technology. At the time of the spin-off, NexGelRx also closed an initial funding from outside investors.

Under the terms of the license agreement, NEXGEL will receive a 5% royalty, in perpetuity, for the global rights to its technology for Rx drug delivery by NexGelRx. NEXGEL will also retain a 19.99% equity stake in NexGelRx, which is non-dilutive for up to $8 million of capital investment into NexGelRx. Nexgel will also be the exclusive manufacturer of hydrogel for NexGelRx.

Adam Levy, CEO of NEXGEL, commented, “There are multiple medical device drug delivery applications through our unique and proprietary hydrogel technology that has shown promising data to date. This spin-off provides potential return on investment for our shareholders through a dedicated team and platform to pursue high-value Rx opportunities while NEXGEL remains focused on contract manufacturing and consumer branded products in the health and beauty space. This transaction enables NEXGEL to pursue what we believe to be a potentially large opportunity without NEXGEL itself having to fund its development. We will continue to pursue opportunities to unlock value for our shareholders.”

Dr. Jerome Zeldis, who has helped bring 10 pharmaceuticals to market during his career, serves as a director of NEXGEL and will also serve as a director of NexGelRx, stated, “I am very pleased that NexGelRx will be focusing on this technology. The electron beam generated hydrogel lends itself to creating new topical and systemic therapies that can supplement existing therapies or create new ways to treat patients in a variety of clinical areas. The focus of using the hydrogel for drug delivery could lead to it becoming a platform for a family of useful and transformative therapies.”

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, the potential return on investment for our shareholders through a dedicated team and platform to pursue high-value Rx opportunities while NEXGEL remains focused on contract manufacturing and consumer branded products in the health and beauty space, the potential to unlock what we believe to be a potentially large opportunity without NEXGEL itself having to fund its development, that electron beam generated hydrogel lends itself to creating new topical and systemic therapies that can supplement existing therapies or create new ways to treat patients in a variety of clinical areas and the focus of using the hydrogel for drug delivery platform could lead to it becoming a platform for a family of useful and transformative therapies . 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

What did NEXGEL announce about the NexGelRx spin-off on December 11, 2025?

NEXGEL announced the spin-off of drug delivery assets into NexGelRx and closed initial outside funding.

How much equity will NEXGEL retain in NexGelRx (NXGL)?

NEXGEL will retain a 19.99% equity stake in NexGelRx.

What royalty will NEXGEL receive from NexGelRx products (NXGL)?

NEXGEL will receive a 5% global royalty in perpetuity on Rx products using its technology.

Is NEXGEL financing NexGelRx development after the spin-off (NXGL)?

NEXGEL’s retained stake is non-dilutive for up to $8 million of NexGelRx capital investment; outside investors provided initial funding.

Will NEXGEL manufacture products for NexGelRx (NXGL)?

Yes. NEXGEL will be the exclusive manufacturer of hydrogel for NexGelRx.
Nexgel Inc

NASDAQ:NXGL

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9.85M
6.90M
Medical Instruments & Supplies
Surgical & Medical Instruments & Apparatus
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United States
LANGHORNE