NEXGEL signs $14.1M merger-linked debt conversion
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Rhea-AI Filing Summary
NEXGEL, Inc. (NXGL) signed agreements with holders representing approximately $14.125 million of its $14.885 million outstanding note principal; they elected to convert 100% of their Notes at $5.50 per share and accrued interest through September 30, 2026 at $12.00 per share. Conversion is conditional on completion of a proposed merger and other conditions. At the Conversion Closing, NexGel agreed to issue approximately 2,568,191 shares for principal and 51,093 shares for interest.
NexGel also agreed to sell common stock and five-year warrants for up to $5.0 million. Initial-closing commitments are $1.276 million, including $732,000 from Sequence LifeScience, wholly owned by Brian Kieser, NexGel’s Interim Chief Executive Officer and a director. Each $5.50 share is paired with a warrant for one share at $10.00. Proceeds are intended for working capital and transaction expenses.
The contemplated related-party merger with Fountainhead LifeSciences and affiliates, including Sequence and NVISION, has no definitive agreement. Fountainhead’s common-stock stake is to represent 45%–50% of fully diluted shares, with the final percentage set by a special committee after an independent valuation and fairness opinion; the merger requires special committee, board, stockholder and Nasdaq approvals. If it is not completed by March 31, 2027, subject to extensions, conversion elections terminate and financing shares exchange for 24-month Replacement Notes bearing 10% interest.
Filing Explained
NEXGEL reports $1.2 million funded; note conversion remains conditional, while signed amendments change debt and warrant terms and contemplated shares would dilute holders.
NEXGEL’s November 10 agreements cover note conversion and new financing, but conversion of notes representing
At
If the merger is not completed by
Sources and calculations
- NEXGEL Form 8-K, including the November 11 press-release exhibit (2026-11-10)
- Dilution definition (undated)
- NEXGEL 2026 second-quarter fundamentals (2026Q2)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $1,706,000 / ($2,197,000 / 91) = 70.7 days
8-K Event Classification
Key Figures
Key Terms
Conversion Closing financial
full-ratchet anti-dilution financial
beneficial ownership limitation regulatory
Nasdaq exchange cap regulatory
paid in kind financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much NXGL convertible debt is committed to conversion?
What are the terms of NXGL's new capital financing?
What happens to NXGL's notes if the merger is not completed by March 31, 2027?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2026, NexGel, Inc., a Delaware corporation (the “Company”), entered into (i) Note Amendment and Conversion Agreements (the “Conversion Agreements”) with holders (the “Holders”) of its convertible promissory notes issued in April and May 2026 (the “Notes”) representing approximately $14.125 million of the $14.885 million aggregate outstanding principal amount of the Notes, and (ii) a Securities Purchase Agreement (the “Purchase Agreement”) with certain of the Holders and other accredited investors (the “Investors”) for a private placement of common stock, par value $0.001 per share (“Common Stock”), and warrants (the “New Capital Financing”). Share and per-share amounts in this Current Report on Form 8-K (this “Form 8-K”) give effect to the 1-for-20 reverse stock split effective October 12, 2026 (the “Reverse Split”).
The transactions are part of a recapitalization that is intended to be followed by a strategic business combination (the “Merger”). The Company is currently considering a Merger with Fountainhead LifeSciences and its affiliates (“Fountainhead”), including Sequence LifeScience, Inc. (“Sequence”) and NVISION Biomedical Technologies, Inc., in which Fountainhead’s operating businesses would be combined with the Company in exchange for Common Stock. Sequence is wholly owned by Brian Kieser, the Company’s Interim Chief Executive Officer and a director, and Mr. Kieser also has an interest in the other Fountainhead entities, so the proposed Merger would constitute a related party transaction. The Company has not entered into a definitive agreement for the Merger, and there is no assurance that it will do so or that the Merger will be completed.
Under the Conversion Agreements, the Common Stock issued to Fountainhead in the Merger is to represent no less than 45% and no more than 50% of the Company’s fully diluted shares (as defined in the Conversion Agreements and excluding shares issued on conversion of Notes held by Sequence or Mr. Kieser), as finally determined by a to be created special committee of independent directors of the Company’s Board of Directors (the “Special Committee”) following an independent valuation and fairness opinion, and the Company will disclose a management incentive pool of approximately 6% of fully diluted shares. The Merger will require, among other things, a definitive agreement, approval of the Special Committee and the Board of Directors, and required stockholder and Nasdaq approvals.
Pursuant to the Conversion Agreements, each participating Holder irrevocably elected to convert 100% of its Notes into Common Stock at $5.50 per share ($0.275 before the Reverse Split) and to receive interest accrued through September 30, 2026 in Common Stock at $12.00 per share ($0.60 before the Reverse Split). The conversion will become effective only upon, and subject to, completion of the Merger and the other conditions in the Conversion Agreements, including the Special Committee’s receipt of an independent valuation and fairness opinion, required stockholder and Nasdaq approvals, and receipt of executed agreements from all Holders other than Holders of up to $1.0 million of aggregate principal of the Notes (the “Conversion Closing”). The Notes continue to remain outstanding until the Conversion Closing. Interest accruing from October 1, 2026 is suspended and will not be payable if the Conversion Closing occurs.
Certain amendments took effect at signing of the Conversion Agreement and survive even if the Merger is not completed. The conversion price of the Notes was reduced to the lower of $5.50 per share and the reset price that would otherwise apply on the first anniversary of issuance under the Notes’ existing terms, and the exercise price of the five-year warrants issued with the Notes (the “Existing Note Warrants”) was reduced to $13.00 per share ($0.65 before the Reverse Split). A Holder that funds its full pro rata share of the New Capital Financing keeps its Existing Note Warrants; a Holder that does not will surrender them for cancellation, without consideration, at the Conversion Closing.
If the Merger is not consummated by March 31, 2027 (the “Outside Date,” subject to one extension of up to 60 days by the Company and automatic extension while required stockholder or Nasdaq approvals are pending), the conversion elections terminate and the Notes remain outstanding on their existing terms at the amended conversion price, with their full-ratchet anti-dilution and reset protections reinstated; interest is reinstated retroactively to October 1, 2026 and paid in kind (or, at the Company’s election, in Common Stock); and the Holders’ forbearance described below ends.
Each Holder also consented to the New Capital Financing and the Merger, waived certain restrictions under the Notes and the related Purchase Agreement as to these transactions, irrevocably waived existing and potential events of default under the Notes (certain of which were previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026), agreed not to take enforcement action through the Outside Date, and, effective at the Conversion Closing, released claims relating to the Notes and these transactions. Each Holder further agreed to support the transactions and to vote its securities in favor of proposals recommended by the Special Committee and the Board of Directors. Holders whose Notes convert will have a right to participate collectively in 25% of certain future equity financings for two years after the Conversion Closing. The Company agreed to offer identical conversion terms to all Holders, including Sequence and Mr. Kieser. Issuances are subject to a 4.99% beneficial ownership limitation and a Nasdaq exchange cap, with issuances above the cap subject to stockholder approval.
Under the Purchase Agreement, the Company agreed to sell shares of Common Stock at $5.50 per share ($0.275 before the Reverse Split), each with a five-year warrant to purchase one share at $10.00 per share ($0.50 before the Reverse Split), exercisable for cash only (the “Warrants”). $1 million minimum funding was required for the initial closing under the Purchase Agreement. Each Holder may purchase its pro rata share based on Note principal. The Company has received commitments for $1.276 million for the initial closing, including $732 thousand from Sequence. The Company intends to use the proceeds for working capital and transaction expenses and not to repay the Notes.
The Company engaged Alere Financial Partners, a division of Cova Capital Partners, LLC (“Alere”), as non-exclusive placement agent for the New Capital Financing. The Company agreed to pay Alere a cash fee of 8.0% of the gross proceeds received from investors introduced to the Company by Alere and to issue Alere five-year warrants to purchase shares of Common Stock equal to 8.0% of the shares sold to those investors, exercisable at the lower of the exercise or conversion prices of the securities sold in the financing. These percentages are reduced to 2.5% for both the cash fee and warrants on purchases by the Company’s directors, officers, employees or affiliates (including Sequence and Mr. Kieser) and no fee or warrants are payable on purchases by existing security holders that Alere did not introduce. Based on the investors introduced by Alere, the Company expects to pay Alere a cash fee of $54.3 thousand and to issue warrants to purchase 9,878 shares at the initial closing.
If the Merger is not consummated by the Outside Date, the shares purchased in the New Capital Financing will be automatically exchanged, in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), for unsecured convertible promissory notes (the “Replacement Notes”) in the amount paid, with a 24-month maturity, 10% interest, a conversion price of $5.50 per share ($0.275 before the Reverse Split) and anti-dilution and reset provisions equivalent to those of the Notes. The Warrants would remain outstanding. Investors may not transfer the purchased shares until the earlier of the Merger and the exchange. The Company agreed to use commercially reasonable efforts to register the resale of the shares, the shares issuable on exercise of the Warrants and any shares issuable under the Replacement Notes following the earlier of the Merger and the exchange.
Directors, executive officers and affiliates of the Company, including Mr. Kieser and Sequence, hold Notes subject to the Conversion Agreements and have agreed or are expected to participate in the New Capital Financing on the same terms as the other Investors.
This summary does not purport to be complete and is qualified in its entirety by the full text of the form of Conversion Agreement, the form of Purchase Agreement, the form of Warrant and the form of Replacement Note, copies of which are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and are hereby incorporated into this Form 8-K by reference.
The Conversion Agreements and the Purchase Agreement have been included solely to provide investors and security holders with information regarding their terms. They are not intended to be a source of financial, business or operational information, or to provide any other factual information, about the Company, the Holders, the Investors or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in those agreements are made only for purposes of those agreements 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; 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 Holders, the Investors 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 agreements, which subsequent information may or may not be fully reflected in public disclosures.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 regarding the Replacement Notes is incorporated by reference into this Item 2.03. No Replacement Notes have been issued, and the Company will have no obligation under any Replacement Note unless and until the exchange occurs.
Item 3.02. Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated by reference into this Item 3.02. The Company has agreed to issue (i) at the Conversion Closing, approximately 2,568,191 shares of Common Stock on conversion of Notes and approximately 51,093 shares in payment of interest, and (ii) shares of Common Stock and Warrants for gross proceeds of up to $5.0 million (of which approximately $1.276 million is expected at the initial closing which will result in the issuance of approximately 232,000 shares of Common Stock and Warrants to purchase up approximately 232,000 shares of Common Stock) and, if applicable, Replacement Notes and the shares issuable on their conversion. These securities are being issued in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (and, for the Replacement Notes, Section 3(a)(9)) based on each Holder’s and Investor’s representation that it is an accredited investor. They have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption. This Form 8-K is not an offer to sell, or a solicitation of an offer to buy, any securities.
Item 8.01. Other Events.
On November 11, 2026, the Company issued a press release announcing the transactions described herein. 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements. This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements about the conversion of the Notes, the New Capital Financing and the proposed Merger. Actual results may differ materially, and a definitive agreement for the Merger may not be entered into, required approvals may not be obtained, and the conversion and the Merger may not be completed on the terms described or at all. See the risk factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Company undertakes no obligation to revise any forward-looking statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Form of Warrant to Purchase Common Stock. |
| 4.2 | Form of Unsecured Convertible Promissory Note (Replacement Note). |
| 10.1* | Form of Note Amendment and Conversion Agreement. |
| 10.2* | Form of Securities Purchase Agreement, dated as of November 10, 2026. |
| 99.1 | Press release issued by NexGel, Inc. on November 11, 2026. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* Certain of the schedules (and similar attachments) to Exhibits 10.1 and 10.2 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: November 12, 2026 | ||
| NEXGEL, INC. | ||
| By: | /s/ Brian Kieser | |
|
Brian Kieser Interim Chief Executive Officer | ||
Exhibit 99.1
NEXGEL Announces Noteholder Participation in Strategic Recapitalization and Approximately $1.2 Million in New Capital Funding
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., November 11, 2026 – 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