NEXGEL: Sequence LifeScience buys 133,216 units
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Form Type
4
Rhea-AI Filing Summary
NEXGEL, Inc. (NXGL) reported that Sequence LifeScience, Inc. purchased 133,216 units in a private placement on November 10, 2026, for $5.50 per unit. Each unit consisted of one common share and a warrant to purchase one common share. Brian Joseph Kieser, NEXGEL’s interim CEO and a director, reported the securities as indirectly held through Sequence.
On the same date, the conversion price of the notes was amended from $12.00 to $5.50 per share, and the exercise price of the existing warrants from $16.00 to $13.00 per share. The original derivatives were reported as disposed for Form 4 purposes and amended replacements acquired; they remain outstanding as amended. The amended directly held note is convertible into 181,819 shares, and the Sequence-held amended note into 1,000,000 shares. Reported share amounts reflect the 1-for-20 reverse split effective October 12, 2026.
Insider Trade Summary
Net Buyer: 266,432 shares
Net Buy
10 txns
Insider
Kieser Brian Joseph
Role
Interim CEO
Bought
266,432 shs ($733K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Warrant to Purchase Common Stock (the "PIPE Warrant") F1, F5 | 133,216 | $0.00 | $0.00 |
| Disposition | Convertible Promissory Note (before amendment) F3 | 83,334 | -- | -- |
| Grant/Award | Convertible Promissory Note (as amended) F3, F4 | 181,819 | -- | -- |
| Disposition | Warrant to Purchase Common Stock F3 | 41,667 | -- | -- |
| Grant/Award | Existing Warrant (as amended) F3 | 41,667 | -- | -- |
| Disposition | Convertible Promissory Note (before amendment) F3, F5 | 458,334 | -- | -- |
| Grant/Award | Convertible Promissory Note (as amended) F3, F4, F5 | 1,000,000 | -- | -- |
| Disposition | Existing Warrant (before amendment) F3, F5 | 229,167 | -- | -- |
| Grant/Award | Existing Warrant (as amended) F3, F5 | 229,167 | -- | -- |
| Purchase | Common Stock F1, F2, F5 | 133,216 | $5.50 | $733K |
Holdings After Transaction:
Warrant to Purchase Common Stock (the "PIPE Warrant") — 133,216 warrants (Indirect, By Sequence LifeScience, Inc.);
Convertible Promissory Note (before amendment) — 0 (Direct);
Convertible Promissory Note (as amended) — 181,819 (Direct);
Warrant to Purchase Common Stock — 0 warrants (Direct);
Existing Warrant (as amended) — 41,667 warrants (Direct);
Convertible Promissory Note (before amendment) — 0 (Indirect, By Sequence LifeScience, Inc.);
Convertible Promissory Note (as amended) — 1,000,000 (Indirect, By Sequence LifeScience, Inc.);
Existing Warrant (before amendment) — 0 warrants (Indirect, By Sequence LifeScience, Inc.);
Existing Warrant (as amended) — 229,167 warrants (Indirect, By Sequence LifeScience, Inc.);
Common Stock — 133,216 shares (Indirect, By Sequence LifeScience, Inc.)
Footnotes (5)
- F1. Reflects the purchase by Sequence LifeScience, Inc. ("Sequence") on November 10, 2026 of 133,216 units from the Issuer, each unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock (the "PIPE Warrant"), at $5.50 per unit, in a private placement under a Securities Purchase Agreement. No separate consideration was paid for the PIPE Warrant. The closing occurred on November 10, 2026. The PIPE Warrant has an original issue date of November 10, 2026, is exercisable for cash at $10.00 per share, and expires on the fifth anniversary of its original issue date. The Issuer has waived the beneficial-ownership limitation that would otherwise apply to these securities.
- F2. Share and underlying-share amounts reflect the 1-for-20 reverse stock split of the Issuer's common stock effective October 12, 2026.
- F3. On November 10, 2026, the Reporting Person and Sequence entered into Note Amendment and Conversion Agreements with the Issuer that, among other things, reduced the conversion price of each Convertible Promissory Note from $12.00 to $5.50 per share and the exercise price of each Existing Warrant from $16.00 to $13.00 per share. The amendments are reported as the disposition of the original derivative security and the acquisition of the amended derivative security. The original securities are treated as disposed of solely for purposes of this Form 4 reporting; they were amended and remain outstanding as amended. The transactions were approved in advance by the Issuer's Board of Directors on November 10, 2026 for purposes of Rule 16b-3(d) and (e). Share amounts reflect the 1-for-20 reverse stock split effective October 12, 2026. The Note and Existing Warrant held directly were issued on May 11, 2026, and those held by Sequence were issued on April 17, 2026.
- F4. 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.
- F5. The securities are held of record by 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
Units purchased: 133,216 units
Unit price: $5.50 per unit
PIPE Warrant cash exercise price: $10.00 per share
+5 more
8 metrics
Units purchased
133,216 units
Sequence LifeScience private placement on November 10, 2026
Unit price
$5.50 per unit
Sequence LifeScience private placement
PIPE Warrant cash exercise price
$10.00 per share
Warrant included with each purchased unit
Original note conversion price
$12.00 per share
Amended to $5.50 per share
Amended note conversion price
$5.50 per share
Notes amended November 10, 2026
Underlying shares of amended directly held note
181,819 shares
Note held directly by Brian Joseph Kieser
Underlying shares of amended Sequence-held note
1,000,000 shares
Note held by Sequence LifeScience, Inc.
Amended existing warrant exercise price
$13.00 per share
Reduced from $16.00 per share
Key Terms
PIPE Warrant, private placement, beneficial-ownership limitation, Exchange Cap, +2 more
6 terms
PIPE Warrant financial
"a warrant to purchase one share of Common Stock (the “PIPE Warrant”)"
private placement financial
"in a private placement under a Securities Purchase Agreement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
beneficial-ownership limitation financial
"waived the beneficial-ownership limitation"
Exchange Cap financial
"subject to the Exchange Cap"
Rule 16b-3(d) and (e) regulatory
"approved in advance by the Issuer’s Board of Directors"
reverse stock split financial
"1-for-20 reverse stock split effective October 12, 2026"
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.
How many NXGL units did Sequence LifeScience buy, and at what price?
Sequence LifeScience purchased 133,216 units at $5.50 per unit on November 10, 2026, in a private placement. Each unit consisted of one common share and a warrant to purchase one common share; no separate consideration was paid for the warrant. The PIPE Warrant is exercisable for cash at $10.00 per share. No Rule 10b5-1 plan is reported.
What changed in NXGL’s convertible notes and existing warrants?
The amended notes’ conversion price was reduced from $12.00 to $5.50 per share, and existing warrant exercise prices were reduced from $16.00 to $13.00 per share. The amended directly held note is convertible into 181,819 shares, while the Sequence-held amended note is convertible into 1,000,000 shares. Conversion is at the contemplated merger closing or earlier at the holder’s election, subject to the Exchange Cap; the conversion price is subject to reset on the first anniversary of issuance and at maturity.
AI-generated analysis. How Rhea-AI works. Not financial advice.
