Deal to triple NEXGEL (NASDAQ: NXGL) revenue and add profits
Rhea-AI Filing Summary
NEXGEL, Inc. entered into an Asset Purchase and Exclusive License Agreement with Celularity, Inc. to acquire and license Celularity’s commercial-stage regenerative biomaterials portfolio and related assets for up to
According to an accompanying press release, the portfolio includes six established regenerative biomaterial products, most with existing insurance reimbursement, plus three planned 510(k) product filings in
Positive
- Transformative scale and profitability potential: NEXGEL expects the Celularity transaction to approximately triple annual revenue to about
$35 million and make the company immediately profitable upon closing, materially changing its financial profile if achieved. - Commercial-stage, reimbursed portfolio: The acquired and licensed assets include six established regenerative biomaterial products with over a decade of clinical use and existing insurance reimbursement, plus three planned 510(k) filings in
2026 ,2027 , and2028 , supporting future growth. - Expanded commercial capabilities: An experienced commercial and scientific team is expected to join NEXGEL alongside the portfolio, potentially strengthening sales reach and operational capabilities in the regenerative biomaterials market.
Negative
- Financing and closing risk: The
$35.0 million transaction, including a$15.0 million upfront payment, is subject to customary conditions, notably NEXGEL obtaining financing sufficient to pay the upfront amount, creating execution risk if capital markets conditions change. - Potential equity dilution from funding strategy: NEXGEL highlights approximately
$1.8 million in prior financing, expects about$14.9 million more near term, and is in discussions for an equity line of credit facility of up to$100 million in discounted new shares, which could be dilutive if extensively utilized.
Insights
NEXGEL is pursuing a sizable biomaterials acquisition that could transform scale and profitability but depends on new equity financing.
The agreement with Celularity gives NEXGEL an exclusive license and related assets for a regenerative biomaterials portfolio for up to
NEXGEL states the transaction is expected to approximately triple annual revenue to about
In parallel, NEXGEL is in discussions with an accredited investor about an equity line of credit facility of up to
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Item 1.01. Entry into a Material Definitive Agreement.
On March 6, 2026, NexGel, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase and Exclusive License Agreement (the “Agreement”) with Celularity, Inc., a Delaware corporation (the “Licensor”), whereby the Licensor granted to the Company an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Licensor agreed to sell to the Company assets related to the portfolio (collectively, the “Business”).
Consideration for the Business will consist of up to $35.0 million in cash, subject to certain adjustments, which will include (i) a $15.0 million upfront payment and (ii) an additional $20.0 million in potential milestone payments based on net sales targets related to the Business.
The Agreement contains customary representations, warranties, covenants, indemnifications, and agreements. Among other ancillary agreements, the Agreement contemplates that the parties will enter into a contract manufacturing agreement and sublease agreement related to the Business.
Each party’s obligation to consummate the transaction is subject to customary conditions as set out in the Agreement, including the Company’s receipt of financing in an amount sufficient to pay the initial $15.0 million upfront payment. In addition, the Agreement contains customary termination rights of the parties.
This summary of certain terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated into this Current Report on Form 8-K (this “Form 8-K”) by reference.
The Agreement has been included solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information, or to provide any other factual information, about the Company, the Licensor or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement are made only for purposes of the Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Agreement; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, the Licensor or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, as applicable, which subsequent information may or may not be fully reflected in public disclosures.
Item 8.01. Other Events.
Press Release
On March 10, 2026, the Company issued a press release announcing the transaction relating to the Business. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Equity Line of Credit Facility
The Company is currently in discussions with an unrelated third party accredited investor (the “Investor”) with respect to an equity line of credit facility pursuant to which, the Company would have the right to issue and sell to the Investor, from time to time as provided therein, and the Investor must purchase from the Company, up to an aggregate of $100 million (the “Commitment Amount”) in newly issued shares of the Company’s common stock, par value $0.001 per share, at certain discounts to the market price thereof, subject to the satisfaction or waiver of certain conditions.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this Form 8-K, including but not limited to risks and uncertainties that are described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) and in other reports the Company files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company and speak only as of the date of this Form 8-K. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this Form 8-K, except as required by applicable laws or regulations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1* | Asset Purchase and Exclusive License Agreement dated March 6, 2026 between NexGel, Inc. and Celularity, Inc. |
| 99.1 | Press release issued by NexGel, Inc. on March 10, 2026. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) 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: March 10, 2026 | ||
| NEXGEL, INC. | ||
| By: | /s/ Adam Levy | |
| Adam Levy | ||
| Chief Executive Officer | ||
Exhibit 99.1
NEXGEL Signs Definitive Agreement to License and Acquire Transformative Portfolio of Commercial-Stage Regenerative Biomaterial Products
Transaction expected to approximately triple NEXGEL’s annual revenue to about $35 million and is expected to make the Company immediately profitable upon closing
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
Experienced commercial team is expected to join NEXGEL, significantly expanding the Company’s sales reach and operational capabilities
LANGHORNE, Pa. – March 10, 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 signing of a definitive 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. 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 portfolio 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.
In connection with the transaction and its previously announced approximate $1.8 million financing, the Company expects to close on approximately $14.9 million in additional financing during the first quarter of 2026 or early in the second quarter of 2026.
The transaction is subject to customary closing processes and financing. A Current Report on Form 8-K containing further details
regarding the contemplated transaction will be filed by NEXGEL and made available on the U.S. Securities and Exchange Commission’s
EDGAR website.
Investment Highlights and Strategic Rationale:
| ● | Transformative Scale: The transaction is expected to approximately triple NEXGEL’s annual revenue to about $35 million, making the Company profitable immediately upon closing and establishing NEXGEL as a meaningful participant in the medical technology market. |
| ● | Diversified, Revenue-Generating Portfolio: The portfolio includes 6 commercial-stage regenerative biomaterial products with demonstrated clinical utility, established customer demand, and existing insurance reimbursement coverage—providing a stable and diversified revenue foundation. |
| ● | Built-In Growth Pipeline: Three new 510(k) filings are planned—one each in 2026, 2027, and 2028—providing a visible pathway for continued portfolio expansion. |
| ● | Experienced Team: An accomplished commercial and scientific team is expected to join NEXGEL as part of the transaction, significantly expanding the Company’s sales organization and bringing deep domain expertise in regenerative biomaterials. |
| ● | Favorable Reimbursement Environment: Legacy products have over a decade of clinical use and benefit from favorable reimbursement changes taking effect in 2026. |
| ● | Synergies: Strategic opportunity to combine and scale complementary biomaterials and hydrogel technologies across multiple industry verticals, unlocking new avenues of sale for both the acquired products and the existing NEXGEL portfolio. |
“Building on the success of our Silly George and Kenkoderm acquisitions, NEXGEL is applying the same disciplined, value-driven approach to the licensing and acquisition of Celularity’s regenerative medicine assets,” said Adam Levy, CEO of NEXGEL. “This is a transformative moment for our company. We are acquiring a profitable, revenue-generating regenerative biomaterials platform—along with the talented team behind it—that will approximately triple our revenue, expects to make us immediately profitable, and fundamentally reposition NEXGEL as a growing force in medical technology. With established products, strong reimbursement dynamics, a deep pipeline, and an experienced sales organization that greatly expands our reach, we believe this transaction positions NEXGEL to drive sustainable growth, margin expansion, and long-term shareholder value. These pieces fit together nicely.”
Palladium Capital Group, LLC acted as the placement agent on the financing transaction.
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 regarding the closing of additional financing during the first quarter of 2026 or early in the second quarter of 2026 relating to the transaction, our expectation that the transaction will approximately triple our revenue and make the Company immediately profitable, our belief this transaction positions NEXGEL to drive sustainable growth, margin expansion, and long-term shareholder value in a disciplined and accretive manner, 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
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Filing Exhibits & Attachments
7 documentsPress Releases
Agreements & Contracts
