NXGL insider Adam R. Levy reports 4,000-share sale; 371,692 held

Rhea-AI Filing Summary

NEXGEL (NXGL) CEO and director Adam R. Levy disclosed open‑market sales executed under a Rule 10b5‑1 trading plan.

He sold 1,600 shares on 10/02/2025 at $2.5000 per share and 2,400 shares on 10/03/2025 at a weighted average price of $2.5497, with individual trades ranging from $2.5000 to $2.6100. After these transactions, he beneficially owned 371,692 shares.

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).

X

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^*

Levy Adam R.

(Last) (First) (Middle)

C/O NEXGEL, INC.

2150 CABOT BLVD, WEST, SUITE B

(Street)

LANGHORNE PA 19047

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/02/2025		S		1,600(1)	D	$2.5(2)	374,092	D
Common Stock	10/03/2025		S		2,400(1)	D	$2.5497(3)	371,692	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person sold these shares pursuant to a Rule 10b5-1 trading plan instituted for tax planning purposes. The shares were originally acquired by the Reporting Person from the Issuer on October 15, 2019

2. The Reporting Person sold all 1,600 shares of common stock in the open market at a price of $2.5000 per share.

3. Represents the weighted average of open market sale transactions ranging from $2.500 to $2.6100 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price sold if requested by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

	/s/ Adam R. Levy	10/06/2025
	** 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.

FAQ

What insider transaction did NXGL report?

The CEO and director, Adam R. Levy, reported open‑market sales executed under a Rule 10b5‑1 trading plan.

How many NXGL shares did the CEO sell and on what dates?

He sold 1,600 shares on 10/02/2025 and 2,400 shares on 10/03/2025.

At what prices were the NXGL shares sold?

On 10/02/2025: $2.5000 per share. On 10/03/2025: $2.5497 weighted average, with trades ranging $2.5000–$2.6100.

How many NXGL shares does the CEO own after these sales?

Following the reported transactions, he beneficially owned 371,692 shares.

Were these NXGL insider sales part of a prearranged plan?

Yes. The filing states the sales were pursuant to a Rule 10b5‑1 plan instituted for tax planning purposes.

What was the ownership form for the reported NXGL shares?

The filing lists the holdings as Direct (D) ownership.