NEXGEL CFO’s amended note sets $5.50 conversion price

Available on EDGAR 11/13/2026 - 09:58 PM EST Accepted by SEC EDGAR 11/13/2026 - 09:58 PM EST

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Form Type

Rhea-AI Filing Summary

NEXGEL, Inc. (NXGL) Chief Financial Officer Ian Howard Blackman reported amendments to his convertible promissory note and warrant on November 10, 2026. The original note, representing 2,084 underlying common shares at a $12.00 conversion price, and original warrant for 1,042 shares at a $16.00 exercise price were reported disposed solely for Form 4 purposes. The amended note represents 4,546 underlying shares at a $5.50 conversion price, and the amended warrant covers 1,042 shares at a $13.00 exercise price; both amended securities remain outstanding.

The note converts at the contemplated merger closing or earlier at the holder’s election, subject to the Exchange Cap. Its conversion price is subject to reset on the first anniversary of issuance and at maturity. The existing warrant is expected to be surrendered at the merger closing because Blackman did not participate in NEXGEL’s November 10, 2026 private placement.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Blackman Ian Howard

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Convertible Promissory Note (before amendment) ^F1	2,084	--	--
Grant/Award	Convertible Promissory Note (as amended) ^{F1, F2}	4,546	--	--
Disposition	Warrant to Purchase Common Stock ^F1	1,042	--	--
Grant/Award	Existing Warrant (as amended) ^F1	1,042	--	--

Footnotes (2)

F1. OnNovember10,2026,theReportingPersonenteredintoaNoteAmendmentandConversionAgreementwiththeIssuerthat,amongotherthings,reducedtheconversionpriceofhisConvertiblePromissoryNotefrom$12.00to$5.50pershareandtheexercisepriceofhisExistingWarrantfrom$16.00to$13.00pershare.Theamendmentsarereportedasthedispositionoftheoriginalderivativesecurityandtheacquisitionoftheamendedderivativesecurity.TheoriginalsecuritiesaretreatedasdisposedofsolelyforpurposesofthisForm4reporting;theywereamendedandremainoutstandingasamended.ThetransactionswereapprovedinadvancebytheIssuer'sBoardofDirectorsonNovember10,2026forpurposesofRule16b-3(d)and(e).Shareamountsreflectthe1-for-20reversestockspliteffectiveOctober12,2026.TheoriginalNoteandExistingWarrantwereissuedonApril17,2026.BecausetheReportingPersondidnotparticipateintheIssuer'sNovember10,2026privateplacement,theExistingWarrantisexpectedtobesurrenderedattheclosingofthecontemplatedmergerundertheNoteAmendmentandConversionAgreement.
F2. The conversion price is subject to reset on the first anniversary of issuance and at maturity. The Note converts at the Issuer's closing of the contemplated merger or earlier at the holder's election, subject to the Exchange Cap.

Key Figures

Original note underlying shares: 2,084 shares Original note conversion price: $12.00 per share Amended note underlying shares: 4,546 shares +5 more

8 metrics

Original note underlying shares 2,084 shares Original convertible note reported disposed on November 10, 2026

Original note conversion price $12.00 per share Original convertible note reported disposed on November 10, 2026

Amended note underlying shares 4,546 shares Amended convertible note reported acquired on November 10, 2026

Amended note conversion price $5.50 per share Amended convertible note reported acquired on November 10, 2026

Original warrant underlying shares 1,042 shares Original warrant reported disposed on November 10, 2026

Original warrant exercise price $16.00 per share Original warrant reported disposed on November 10, 2026

Amended warrant underlying shares 1,042 shares Amended warrant reported acquired on November 10, 2026

Amended warrant exercise price $13.00 per share Amended warrant reported acquired on November 10, 2026

Key Terms

Convertible Promissory Note, conversion price, Exchange Cap, Rule 16b-3(d) and (e), +1 more

5 terms

Convertible Promissory Note financial

"Convertible Promissory Note (as amended)"

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.

conversion price financial

"reduced the conversion price of his Convertible Promissory Note"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Exchange Cap regulatory

"subject to the Exchange Cap"

Rule 16b-3(d) and (e) regulatory

"for purposes of Rule 16b-3(d) and (e)"

reverse stock split technical

"Share amounts reflect the 1-for-20 reverse stock split"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What changed in Ian Howard Blackman’s NXGL note and warrant?

The amended note represents 4,546 underlying shares at a $5.50 conversion price, and the amended warrant covers 1,042 shares at a $13.00 exercise price. The original note and warrant were reported disposed solely for Form 4 purposes; the amended securities remain outstanding.

When can Ian Howard Blackman’s NXGL note convert?

The amended note converts at the closing of the contemplated merger or earlier at the holder’s election, subject to the Exchange Cap. Its conversion price is subject to reset on the first anniversary of issuance and at maturity.

Why is Ian Howard Blackman’s NXGL warrant expected to be surrendered?

The existing warrant is expected to be surrendered at the closing of the contemplated merger because Blackman did not participate in NEXGEL’s November 10, 2026 private placement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blackman Ian Howard

(Last)

(First)

(Middle)

C/O NEXGEL, INC. 2150 CABOT BLVD, WEST,

SUITE B

(Street)

LANGHORNE

PENNSYLVANIA

19047

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NEXGEL, INC. [ NXGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note (before amendment)⁽¹⁾	$12	11/10/2026		D		2,084		04/17/2026	10/17/2027	Common Stock	2,084	⁽¹⁾	$0	D
Convertible Promissory Note (as amended)⁽¹⁾⁽²⁾	$5.5	11/10/2026		A		4,546		04/17/2026	10/17/2027	Common Stock	4,546	⁽¹⁾	$4,546	D
Warrant to Purchase Common Stock⁽¹⁾	$16	11/10/2026		D		1,042		04/17/2026	04/17/2031	Common Stock	1,042	⁽¹⁾	$0	D
Existing Warrant (as amended)⁽¹⁾	$13	11/10/2026		A		1,042		04/17/2026	04/17/2031	Common Stock	1,042	⁽¹⁾	$1,042	D

Explanation of Responses:

1. OnNovember10,2026,theReportingPersonenteredintoaNoteAmendmentandConversionAgreementwiththeIssuerthat,amongotherthings,reducedtheconversionpriceofhisConvertiblePromissoryNotefrom$12.00to$5.50pershareandtheexercisepriceofhisExistingWarrantfrom$16.00to$13.00pershare.Theamendmentsarereportedasthedispositionoftheoriginalderivativesecurityandtheacquisitionoftheamendedderivativesecurity.TheoriginalsecuritiesaretreatedasdisposedofsolelyforpurposesofthisForm4reporting;theywereamendedandremainoutstandingasamended.ThetransactionswereapprovedinadvancebytheIssuer'sBoardofDirectorsonNovember10,2026forpurposesofRule16b-3(d)and(e).Shareamountsreflectthe1-for-20reversestockspliteffectiveOctober12,2026.TheoriginalNoteandExistingWarrantwereissuedonApril17,2026.BecausetheReportingPersondidnotparticipateintheIssuer'sNovember10,2026privateplacement,theExistingWarrantisexpectedtobesurrenderedattheclosingofthecontemplatedmergerundertheNoteAmendmentandConversionAgreement.

2. The conversion price is subject to reset on the first anniversary of issuance and at maturity. The Note converts at the Issuer's closing of the contemplated merger or earlier at the holder's election, subject to the Exchange Cap.

	/s/ Ian Blackman	11/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR