NEXGEL (NASDAQ: NXGL) director lists warrant and note positions
Rhea-AI Filing Summary
NEXGEL, INC. director Brian Joseph Kieser has filed an initial ownership report showing indirect derivative positions held through Sequence LifeScience, Inc. The holdings include a warrant to acquire 4,583,334 shares of common stock at an exercise price of 0.8000, expiring on 2031-04-17, and a convertible promissory note convertible into 9,166,667 shares at 0.6000, expiring on 2027-10-17. Both instruments are exercisable or convertible at the holder’s option but are subject to a 4.99% beneficial-ownership limitation and other terms. Kieser is the indirect sole owner of Sequence and may be deemed to share voting and investment power, while disclaiming beneficial ownership beyond his pecuniary interest.
Positive
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Negative
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Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Kieser Brian Joseph
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Convertible Promissory Note (right to buy) (the "Note") | -- | -- | -- |
| holding | Warrant (right to buy) (the "Warrant") | -- | -- | -- |
Holdings After Transaction:
Convertible Promissory Note (right to buy) (the "Note") — 9,166,667 shares (Indirect, By Sequence LifeScience, Inc.);
Warrant (right to buy) (the "Warrant") — 4,583,334 shares (Indirect, By Sequence LifeScience, Inc.)
Footnotes (2)
- F1. The Note is convertible into shares of the Issuer's common stock (the "Common Stock"), and the Warrant is exercisable for shares of Common Stock, at any time at the option of the holder, subject to (i) a beneficial-ownership limitation that prevents conversion or exercise to the extent the holder, together with its affiliates, would beneficially own more than 4.99% of the outstanding shares of Common Stock after such conversion or exercise, and (ii) certain other limitations set forth in the Note and Warrant. The Warrant was issued to the Reporting Person in connection with, and as part of the consideration for, the purchase of the Note, for no additional consideration beyond the Note purchase price.
- F2. The securities are held of record by Sequence LifeScience, Inc. ("Sequence"). The Reporting Person is the indirect sole owner of Sequence and may be deemed to have voting and investment power over the securities held by Sequence. The Reporting Person disclaims beneficial ownership of the securities held by Sequence except to the extent of his pecuniary interest therein.
Key Figures
Warrant underlying shares: 4,583,334 shares
Convertible note underlying shares: 9,166,667 shares
Warrant exercise price: 0.8000
+4 more
7 metrics
Warrant underlying shares
4,583,334 shares
Common Stock underlying warrant exercisable at 0.8000
Convertible note underlying shares
9,166,667 shares
Common Stock underlying convertible promissory note at 0.6000
Warrant exercise price
0.8000
Exercise price for warrant to buy common stock
Convertible note conversion price
0.6000
Conversion price into common stock under the note
Beneficial-ownership cap
4.99%
Limit on post-conversion or exercise beneficial ownership
Warrant expiration date
2031-04-17
Expiration of warrant on NEXGEL common stock
Convertible note expiration date
2027-10-17
Expiration of convertible promissory note
Key Terms
Convertible Promissory Note, Warrant, beneficial-ownership limitation, pecuniary interest, +1 more
5 terms
Convertible Promissory Note financial
"The securities are held of record by Sequence LifeScience, Inc."
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Warrant financial
"The Warrant was issued to the Reporting Person in connection with the purchase of the Note"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
beneficial-ownership limitation regulatory
"subject to (i) a beneficial-ownership limitation that prevents conversion or exercise"
pecuniary interest financial
"disclaims beneficial ownership of the securities held by Sequence except to the extent of his pecuniary interest"
Common Stock financial
"The Note is convertible into shares of the Issuer's common stock (the "Common Stock")"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What derivatives does Brian Joseph Kieser report holding in NEXGEL (NXGL)?
He reports an indirect warrant for 4,583,334 NEXGEL common shares at 0.8000 and a convertible promissory note convertible into 9,166,667 common shares at 0.6000, both held through Sequence LifeScience, Inc.
How is Brian Joseph Kieser’s ownership in NEXGEL (NXGL) structured?
The securities are held of record by Sequence LifeScience, Inc., which Kieser indirectly owns. He may be deemed to have voting and investment power but disclaims beneficial ownership except for his pecuniary interest in Sequence.
What is the beneficial-ownership limitation on Kieser’s NEXGEL (NXGL) warrant and note?
The warrant and convertible note cannot be exercised or converted if, after doing so, the holder and its affiliates would own more than 4.99% of NEXGEL’s outstanding common stock, subject to additional limitations in the instruments.
When do Brian Joseph Kieser’s NEXGEL (NXGL) derivative positions expire?
The warrant to buy NEXGEL common stock expires on 2031-04-17, while the convertible promissory note, which can convert into common shares, expires on 2027-10-17, according to the reported data.
Are Kieser’s NEXGEL (NXGL) warrant and note currently exercisable or convertible?
Both the warrant and convertible promissory note are exercisable or convertible at any time at the holder’s option, subject to the 4.99% beneficial-ownership cap and other limitations contained in the note and warrant terms.