NEXGEL (NASDAQ: NXGL) triples revenue outlook with Celularity deal, $6.9M notes
Rhea-AI Filing Summary
NEXGEL, Inc. completed its acquisition and exclusive license of Celularity’s regenerative biomaterials business and amended the deal economics. Total consideration is $13.3 million, including an $8.3 million upfront cash payment and a $5.0 million convertible promissory note bearing 10% interest and convertible at $0.60 per share.
To finance the transaction, NEXGEL issued $6.9 million in unsecured convertible notes and Warrants for 5,750,000 shares in a private placement, with 50% warrant coverage at an exercise price of $0.80. Additional commitments of up to $475,000 in similar securities and conversion of about $500,000 of assumed sales representative obligations into notes and warrants further expand potential dilution.
The company formed a new division, BioNX Surgical, to commercialize six established regenerative biomaterial products and pipeline programs. NEXGEL states the Celularity transaction is expected to approximately triple its annual revenue to about $35 million on a pro forma basis and be immediately accretive to profitability.
Positive
- Transformative revenue scale: Management expects the Celularity transaction to approximately triple NEXGEL’s annual revenue to about $35 million on a pro forma basis and to be immediately accretive to profitability, materially changing the company’s earnings potential.
- Attractive acquired business profile: NEXGEL gains six established regenerative biomaterial products with over a decade of clinical use and existing reimbursement coverage, supporting higher-margin growth in its new BioNX Surgical division.
Negative
- Convertible overhang and dilution risk: The $6.9 million of 10% convertible notes, the $5.0 million Celularity note at a $0.60 conversion price, and 5,750,000 warrants at $0.80, plus further note commitments, create substantial potential future equity issuance.
- Leverage and payment obligations: The company assumes new debt-like obligations, including milestone payments of up to $17.5 million that remain under the license agreement, adding financial commitments alongside integration execution risk.
Insights
NEXGEL adds a sizable regenerative portfolio, funded by convertible debt with meaningful dilution features.
NEXGEL is transforming its scale by acquiring Celularity’s regenerative biomaterials business for $13.3 million. Management indicates this portfolio could lift annual revenue to about $35 million, roughly tripling its size, and be immediately accretive to profitability, a material shift for the company’s earnings profile.
The acquisition is financed primarily through unsecured convertible notes and attached warrants. Notes total $6.9 million at 10% interest with a $0.60 conversion price and full‑ratchet anti‑dilution protections, plus warrants with an $0.80 exercise price. These terms, along with additional note commitments and converted sales rep obligations, create significant potential equity issuance over time, moderated by a 4.99%/9.99% beneficial ownership cap and a 19.99% Nasdaq exchange cap pending stockholder approval.
Economically, the deal shifts NEXGEL toward a higher‑revenue, higher‑margin regenerative platform via its new BioNX Surgical division, but adds leverage and future dilution risk tied to share price performance and conversion behavior. Outcomes will depend on execution in integrating the acquired portfolio, achieving the stated revenue ramp, and navigating the convertible overhang.
8-K Event Classification
Key Figures
Key Terms
convertible promissory note financial
full-ratchet anti-dilution financial
Registration Rights Agreement regulatory
Exchange Cap financial
Section 4(a)(2) of the Securities Act regulatory
Rule 506(b) of Regulation D regulatory
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Asset Purchase and Exclusive License Agreement
As previously disclosed, on March 6, 2026, NexGel, Inc. (the “Company”) entered into an Asset Purchase and Exclusive License Agreement (the “Original License Agreement”) with Celularity Inc. (“Celularity”), pursuant to which Celularity agreed to grant to the Company an exclusive license to Celularity’s commercial-stage regenerative biomaterials portfolio and certain development-stage programs, and agreed to sell to the Company assets related to the portfolio (collectively, the “Business”). On April 17, 2026, the Company and Celularity entered into Amendment No. 1 to the Original License Agreement (the “Amendment” and, together with the Original License Agreement, the “License Agreement”).
The Amendment modified the consideration payable by the Company for the Business. Pursuant to the Amendment, in full consideration for the grant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity aggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction Commencement Date (as defined in the License Agreement) in accordance with the flow of funds memorandum agreed by the parties, and (ii) a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000 (the “Celularity Note”). The Celularity Note was issued on the Transaction Commencement Date and has terms identical to those of the Notes (as defined below) issued to investors in the private placement described below under “Securities Purchase Agreement,” including a conversion price of $0.60 per share (subject to adjustment and reset as described below), an interest rate of 10% per annum, and a maturity date that is eighteen (18) months following the issuance date. The Celularity Note ranks pari passu with the Notes.
The Amendment also (i) provided that the Sales Rep Obligations (as defined in the License Agreement) would be assumed by the Company as of the Transaction Commencement Date, pursuant to a separate assumption of liabilities agreement entered into between the Company and Celularity on April 17, 2026, (ii) modified the first milestone payment under Section 4.3.1 of the License Agreement such that the $2,500,000 milestone payment is payable upon the earlier of (a) the achievement of $25,000,000 in Net Sales (as defined in the License Agreement) or (b) the date that is fifteen (15) months following the Transaction Commencement Date, provided that Net Sales of at least $15,000,000 have been achieved as of such date, (iii) deleted the Product Purchase Credit and all provisions relating to any holdback amount, deferred consideration or contingent payment mechanism, and (iv) extended the outside date under Section 9.2.3 of the License Agreement from April 15, 2026 to April 30, 2026. The remaining up to $17,500,000 of milestone payments under the License Agreement remains in full force and effect, unchanged by the Amendment.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Original License Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2026 and is incorporated herein by reference. Portions of the Amendment have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material and (ii) is the type that the Company treats as private or confidential.
Securities Purchase Agreement
On April 17, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Buyers”), pursuant to which the Company issued and sold to the Buyers (i) unsecured convertible promissory notes in the aggregate original principal amount of $6,900,000 (the “Notes”) and (ii) warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), exercisable for an aggregate of 5,750,000 shares of Common Stock (the “Warrants”), in a private placement (the “Offering”) for aggregate gross proceeds to the Company of $6,900,000. The Company has executed commitments to raise up to an additional $475,000 of Notes and Warrants on the same terms through one or more subsequent closings not to occur later than April 24, 2026.
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In addition, on April 17, 2026 and in connection with the Offering, certain sales representatives of Celularity whose obligations were assumed by the Company as part of the License Agreement agreed to convert approximately $500,000 of such assumed Sales Rep Obligations into Notes and Warrants issued on identical terms to those issued in the Offering.
The Notes bear interest at a rate of 10% per annum, payable quarterly in cash (or, at the election of the holder, in shares of Common Stock valued at the then-applicable Conversion Price (as defined below)), and mature on the date that is eighteen (18) months following the issuance date. Upon the occurrence and during the continuance of an Event of Default (as defined in the Notes), interest accrues at the lesser of 18% per annum or the maximum rate permitted by law. The Notes are convertible, at the option of the holder, into shares of Common Stock at an initial conversion price of $0.60 per share (the “Conversion Price”), subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar events, as well as full-ratchet anti-dilution adjustments in the event of certain dilutive issuances. On the date that is twelve (12) months following the issuance date and on the maturity date, the Conversion Price will automatically adjust to the lower of (i) the then-applicable Conversion Price or (ii) the arithmetic average of the volume-weighted average prices of the Common Stock for each of the five (5) trading days immediately preceding the applicable measurement date.
Each holder of a Note with an aggregate purchase price of at least $1,000,000 (a “Qualified Buyer”) has the right, but not the obligation, to purchase additional Notes on the same terms and conditions as the Notes in an aggregate principal amount equal to the initial principal amount of Notes purchased by such Qualified Buyer at closing, in two equal tranches, on the six-month and nine-month anniversaries of the closing date. If a Qualified Buyer commits to purchase additional Notes but elects not to purchase any portion of such additional Notes in either tranche, the outstanding principal amount of such Qualified Buyer’s initial Note will be automatically reduced, on a dollar-for-dollar basis, by the unfunded amount, effective as of the applicable tranche funding date. One Qualified Buyer purchased additional Notes with an aggregate purchase price of $1,000,000 pursuant to the terms described above.
The Notes contain customary events of default. Upon the occurrence of an Event of Default, the Notes may become immediately due and payable at an amount equal to 105% of the then-outstanding principal amount plus accrued and unpaid interest (including default interest) and other amounts due thereunder. The Company has the right to prepay the Notes, in whole or in part, with the written consent of the holder, at a prepayment price equal to 110% of the principal amount and interest being prepaid. The Notes also include provisions requiring the Company, upon receipt of cash proceeds from certain financing transactions, to offer to apply up to 20% of such net proceeds to the repayment of the Notes on a pro rata basis.
Each Warrant has an exercise price of $0.80 per share, subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar events, and expires on the five-year anniversary of its issuance date. The Warrants may be exercised on a cashless basis if, at the time of exercise, there is no effective registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”). The Warrants were issued as additional consideration for the purchase of the Notes, and each Buyer received Warrants to purchase a number of Warrant Shares equal to fifty percent (50%) of the number of shares of Common Stock underlying the principal amount of the Notes purchased by such Buyer.
Neither the Notes nor the Warrants may be converted or exercised, as applicable, to the extent that such conversion or exercise would cause the holder, together with its affiliates and other attribution parties, to beneficially own more than 4.99% of the Company’s outstanding shares of Common Stock (which beneficial ownership limitation may be increased or decreased by the holder upon 61 days’ prior written notice to the Company, but in no event to an amount exceeding 9.99%). In addition, the aggregate number of shares of Common Stock issuable upon conversion of all Notes (including the Celularity Note) and exercise of all Warrants issued pursuant to the Purchase Agreement is subject to a cap of 19.99% of the number of shares of Common Stock outstanding as of the issuance date (the “Exchange Cap”), unless and until the Company has obtained the approval of its stockholders for the issuance of Common Stock in excess of the Exchange Cap in accordance with the applicable rules of The Nasdaq Stock Market LLC (“Stockholder Approval”). The Company has agreed in the Purchase Agreement to seek Stockholder Approval at a meeting of stockholders to be held no later than sixty (60) days following the closing date, and, if Stockholder Approval is not obtained at such meeting, to call additional stockholder meetings every sixty (60) days thereafter until Stockholder Approval is obtained.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification obligations of the parties, including (i) a right of first refusal in favor of the Buyers with respect to certain subsequent placements of the Company’s securities, (ii) a prohibition on the Company’s entry into any “variable rate transaction” (as defined in the Purchase Agreement) while the Notes remain outstanding above a specified threshold, (iii) a most-favored-nations provision, and (iv) restrictions on the use of proceeds. The Company intends to use the net proceeds of the Offering for business development, general working capital, and for payment of a portion of the upfront license fee payable to Celularity pursuant to the License Agreement.
In connection with the Offering, on April 17, 2026, the Company and the Buyers also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the SEC, no later than seventy-five (75) calendar days following the closing date, a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, and to use its reasonable best efforts to have such registration statement declared effective by the SEC no later than one hundred fifty (150) calendar days following the initial filing date. The Registration Rights Agreement also contains customary indemnification provisions and provides for contribution in the event that indemnification is unavailable.
Alere Financial Partners, a division of Cova Capital Partners, LLC acted as placement agents in connection with the Offering.
The foregoing descriptions of the Purchase Agreement, the Notes, the Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the form of Note, the form of Warrant and the form of Registration Rights Agreement, copies of which are filed as Exhibits 10.3, 4.1, 4.2 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 17, 2026, the Company completed the transactions contemplated by the License Agreement, pursuant to which the Company acquired an exclusive license to the Business, on the terms described under Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference. A description of the Business and the terms of the License Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2026, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Notes and the Celularity Note is incorporated herein by reference. The Company incurred the obligations under the Notes and the Celularity Note upon the closing of the Offering and the License Agreement on April 17, 2026.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes, the Warrants and the Celularity Note is incorporated herein by reference. The Notes, the Warrants, the shares of Common Stock issuable upon conversion of the Notes, the Warrant Shares and the Celularity Note (collectively, the “Securities”) were offered and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. Each Buyer represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it was acquiring the applicable Securities for its own account and not with a view toward, or for resale in connection with, the public sale or distribution thereof. The Securities were offered and sold without any form of general solicitation or general advertising, and the certificates or book-entry statements representing the Securities were or will be issued bearing restrictive legends. The Company relied, in part, on the representations and warranties of the Buyers contained in the Purchase Agreement, and of Celularity in the License Agreement, in order to determine the availability of such exemption.
Of the $6,900,000 of gross proceeds from the Offering, $125,000 was purchased by affiliates of the Company, consisting of three members of the Company’s Board of Directors and two executive officers of the Company, each of whom invested $25,000 in the Offering on the same terms and conditions as the unaffiliated Buyers.
Item 8.01 Other Events.
On April 21, 2026, the Company issued a press release announcing the closing of the transactions contemplated by the License Agreement and the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K are not being filed herewith. The Company will file such financial statements by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K is not being filed herewith. The Company will file such pro forma financial information by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Convertible Promissory Note. | |
| 4.2 | Form of Common Stock Purchase Warrant. | |
| 10.1 | Amendment No. 1 to Asset Purchase and Exclusive License Agreement, dated as of April 17, 2026, by and between NexGel, Inc. and Celularity Inc. | |
| 10.2 | Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026, by and between NexGel, Inc. and Celularity Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2026). | |
| 10.3* | Form of Securities Purchase Agreement, dated as of April 17, 2026, by and among NexGel, Inc. and the Buyers named therein. | |
| 10.4 | Form of Registration Rights Agreement, dated as of April 17, 2026, by and among NexGel, Inc. and the Buyers named therein. | |
| 99.1 | Press Release, dated April 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material and (ii) is the type that the Company treats as private or confidential. The Company hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 21, 2026 | |||
| NEXGEL, INC. | |||
| By: | /s/ Adam Levy | ||
| Adam Levy | |||
| Chief Executive Officer | |||
Exhibit 99.1
NEXGEL New Strategic Partner, Sequence LifeScience™, Leads Financing with $5.5 Million to Complete Acquisition of Celularity Degenerative Disease Segment
Transaction expected to approximately triple NEXGEL’s annual revenue to approximately $35 million and is expected to be immediately accretive to profitability
Licensing and acquiring a diversified suite of 6 established regenerative biomaterial products, most with existing insurance reimbursement, along with three new product 510(k) filings planned for 2026, 2027, and 2028
Forms BioNX Surgical, a division of NEXGEL
LANGHORNE, Pa. – April 21, 2026 — 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 closing of its previously announced license and acquisition of a portfolio of commercial-stage regenerative biomaterials products from Celularity Inc. (NASDAQ: CELU), a regenerative and cellular medicine company. The Company has also launched BioNX Surgical, a new division of NEXGEL.
The closing of this transaction will be financed under new terms and led by a $5.5 million strategic investment from Sequence LifeScience™, a leader in regenerative medicine manufacturing. The transaction was financed through a convertible note with $0.60 conversion price and 50% warrant coverage with a strike price of $0.80.
“We are pleased to partner with Sequence LifeScience™, to lead this financing round and support the closing of our transaction,” said Adam Levy, Chief Executive Officer of NEXGEL. “This marks a transformative moment for NEXGEL. With this transaction now complete we have strengthened our financial structure, expanded our commercial capabilities, and created new opportunities for product development. We believe we are now well positioned to accelerate growth, enhance margins, and deliver long-term value for our shareholders.”
Sequence will serve as a contract manufacturer for NEXGEL/BioNX. The companies also plan to collaborate on the development of additional new products leveraging Sequence’s expertise and NEXGEL’s hydrogel technology. Sequence’s investment and ongoing role as a strategic partner align manufacturing, product development, and commercialization capabilities, while supporting future pipeline expansion, including the planned 510(k) filings in 2026, 2027, and 2028.
The transaction establishes NEXGEL as an emerging platform in regenerative medicine through the formation of BioNX Surgical, a dedicated division focused on advanced biomaterials for tendon repair, soft tissue reconstruction, and bone regeneration. The acquired portfolio includes 6 established products with over a decade of clinical use and existing reimbursement coverage, positioning the Company for accelerated commercial expansion and near-term revenue scale.
The transaction is expected to approximately triple NEXGEL’s annual revenue to approximately $35 million on a pro-forma basis and is anticipated to be immediately accretive to profitability. The acquired products carry attractive gross margins and established reimbursement pathways, enabling operating leverage as the Company integrates the business and expands distribution.
Brian Kieser, Chief Executive Officer of Sequence LifeScience™, added, “One of our core principles at Sequence LifeScience™ is that we ‘partner to multiply impact,’ and NEXGEL is a strong strategic fit. Our advanced HCT/P processing and product innovation capabilities complement NEXGEL’s technology platforms and established sales and distribution channels accelerating development, expanding market reach, and supporting scalable product expansion. Together, we are well positioned to drive meaningful growth for both organizations.”
The Company will host a shareholder update call today to discuss the Celularity transaction and its new strategic partnership with Sequence LifeScience™.
Shareholder Update Call Details:
Date: April 21, 2026
Time: 4:30 P.M. ET
Live Call: 1-800-267-6316 (U.S. Toll Free) or 1-203-518-9783 (International)
Webcast: Events and Presentations
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.
About Sequence Life Sciences
Sequence™ is a global life sciences company advancing healing through the ethical manufacturing and distribution of high-quality human tissue products. Our brand is built on decades of combined expertise in tissue banking, regenerative biologics, orthopedic innovation, and quality systems. Every product we manufacture reflects our commitment to the donors who made it possible and the patients who depend on it. www.sequencelifesci.com
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,” “attempt,” “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 NEXGEL’s annual revenue to about $35 million and that the transaction will make the Company immediately profitable upon closing, and our belief we are now we are well positioned to accelerate growth, enhance margins, and deliver long-term value for our shareholders. 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 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