NEXGEL Announces $950,000 Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

NEXGEL (NASDAQ: NXGL), a provider of medical and OTC hydrogel products, has announced a $950,000 registered direct offering at $2.30 per share, issuing 413,044 shares of common stock. The company is also conducting a concurrent private placement of unregistered warrants to purchase up to 206,522 shares at an exercise price of $4.25 per share.

The warrants will be exercisable immediately upon issuance with a five-year term. This financing, combined with their current cash position and a recent $1 million non-dilutive advance from STADA, aims to strengthen NEXGEL's balance sheet as they prepare for anticipated growth in the second half of the year. Alere Financial Partners, LLC served as the exclusive placement agent for the offering.

Positive

• Recent $1 million non-dilutive advance from STADA strengthens cash position
• Company anticipates high growth for second half of the year
• Warrants have significant premium with $4.25 exercise price vs $2.30 offering price

Negative

• Dilutive offering of 413,044 shares at $2.30 per share
• Additional potential dilution from 206,522 warrant shares if exercised

Insights

Capital Markets Analyst

NEXGEL's $950,000 offering at $2.30 per share, coupled with $1M STADA advance, strengthens balance sheet for anticipated growth.

NEXGEL has secured $950,000 through a registered direct offering of 413,044 shares priced at $2.30 per share, representing a modest deal that provides additional working capital. The financing included unregistered warrants to purchase 206,522 shares with an exercise price of $4.25 per share, exercisable immediately with a 5-year term.

The $4.25 warrant exercise price sits 85% above the offering price, suggesting some confidence in potential share price appreciation. If all warrants are eventually exercised, it would bring an additional $877,719 to the company, though this is uncertain.

CEO Adam Levy notably highlighted a recent $1 million non-dilutive advance from STADA, which combined with this offering and existing cash reserves, appears to provide sufficient runway through what management describes as an anticipated high-growth period in the second half of the year.

The transaction structure—issuing shares through a registered offering while placing warrants privately—is a standard approach that allows for faster execution while complying with securities regulations. With Alere Financial Partners serving as exclusive placement agent, this deal represents a typical small-cap financing arrangement.

For a NASDAQ-listed company like NEXGEL, this relatively small capital raise suggests the company is managing its cash needs incrementally rather than pursuing a larger financing that might signal more substantial capital requirements.

LANGHORNE, Pa., Aug. 01, 2025 (GLOBE NEWSWIRE) -- NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of medical and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels for healthcare and consumer applications, today announced it has entered into definitive agreements for the issuance and sale of an aggregate of 413,044 shares of its common stock (the “Shares”) at $2.30 a share. In a concurrent private placement, NEXGEL also agreed to issue to the investors in the registered direct offering unregistered warrants to purchase up to an aggregate of 206,522 shares of common stock (the “Unregistered Warrants”). The Unregistered Warrants will have an exercise price of $4.25 per share and are exercisable immediately upon issuance with a term of five years from the date of issuance.

Adam Levy, CEO of NEXGEL, commented, “This financing, combined with our current cash position, and the recent $1 million non-dilutive advance from STADA, significantly strengthens our balance sheet and provides sufficient additional working capital as we enter a period of anticipated high growth for the second half of the year. We appreciate the continued support from our loyal investors for supporting NEXGEL during this critical period in our history.”

Alere Financial Partners, LLC, a division of Cova Capital Partners, LLC acted as the exclusive placement agent for the offering.

The Shares offered in the registered direct offering (but excluding the Unregistered Warrants to be issued in the concurrent private placement and the shares of common stock underlying the Unregistered Warrants) are being offered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-264282) previously filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, which was declared effective by the SEC on June 7, 2023. A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from Cova Capital Partners LLC, 6851 Jericho Turnpike, Suite 205, Syosset, New York 11791, or by telephone at (866) 772-8081.

The Unregistered Warrants are being offered in the concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such Unregistered Warrants, have not been registered under the Securities Act or applicable state securities laws.

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

About NEXGEL, Inc.

NEXGEL is a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogels. 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,” “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, our anticipated high growth for the second half of the year. 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 Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
212.896.1254
Nexgel@KCSA.com

FAQ

What is the size and price of NEXGEL's (NXGL) August 2025 offering?

NEXGEL is conducting a $950,000 registered direct offering at $2.30 per share, issuing 413,044 shares of common stock.

What are the terms of NXGL's warrant placement in August 2025?

NEXGEL is issuing unregistered warrants to purchase up to 206,522 shares at an exercise price of $4.25, exercisable immediately with a 5-year term.

How much non-dilutive funding did NEXGEL receive from STADA?

NEXGEL received a $1 million non-dilutive advance from STADA prior to this offering.

Who is the placement agent for NEXGEL's August 2025 offering?

Alere Financial Partners, LLC, a division of Cova Capital Partners, LLC, acted as the exclusive placement agent for the offering.

What will NEXGEL use the proceeds for?

The financing will be used to strengthen NEXGEL's balance sheet and provide additional working capital as they enter a period of anticipated high growth in the second half of the year.