NEXGEL CEO buys convertible note and warrant
NEXGEL, INC. reported that Chief Executive Officer Adam R. Levy acquired derivative securities linked to its common stock.
Rhea-AI Filing Summary
NEXGEL, INC. reported that Chief Executive Officer Adam R. Levy acquired derivative securities linked to its common stock. He received a Convertible Promissory Note with an original principal amount of $60,000, which is convertible into up to 100,000 shares of common stock at $0.60 per share. He also received a Warrant to Purchase Common Stock for 50,000 shares at an initial exercise price of $0.80 per share, issued as part of the consideration for purchasing the note. Both the note and warrant are exercisable at any time at his option, subject to a 4.99% beneficial-ownership limitation that restricts conversion or exercise if it would push ownership above that threshold.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 150,000 shares
Net Buy
2 txns
Insider
Levy Adam R.
Role
Chief Executive Officer
Bought
150,000 shs ($60K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Convertible Promissory Note (the "Note") | 100,000 | $0.60 | $60K |
| Purchase | Warrant to Purchase Common Stock (the "Warrant") | 50,000 | $0.00 | $0.00 |
Holdings After Transaction:
Convertible Promissory Note (the "Note") — 100,000 contracts (Direct);
Warrant to Purchase Common Stock (the "Warrant") — 50,000 contracts (Direct)
Footnotes (2)
- F1. Reflects the issuance to the Reporting Person of (i) a Convertible Promissory Note in the original principal amount of $60,000 (the "Note") and (ii) a Warrant to Purchase Common Stock for 50,000 shares of the Issuer's common stock (the "Common Stock") (the "Warrant").The Note is convertible into up to 100,000 shares of Common Stock at an initial conversion price of $0.60 per share, and the Warrant is exercisable for 50,000 shares of Common Stock at an initial exercise price of $0.80 per share. The Note is convertible, and the Warrant is exercisable, 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.
- F2. The Warrant was issued to the Reporting Person in connection with, and as part of the consideration for, the Reporting Person's purchase of the Note, for no additional consideration beyond the Note purchase price.
Key Figures
Convertible note principal: $60,000
Note conversion price: $0.60/share
Shares underlying note: 100,000 shares
+5 more
8 metrics
Convertible note principal
$60,000
Original principal amount of the Convertible Promissory Note
Note conversion price
$0.60/share
Initial conversion price for up to 100,000 common shares
Shares underlying note
100,000 shares
Common stock underlying the Convertible Promissory Note
Warrant share count
50,000 shares
Common stock purchasable under the warrant
Warrant exercise price
$0.80/share
Initial exercise price for the warrant
Beneficial-ownership cap
4.99%
Maximum post-transaction ownership allowed under note and warrant
Warrant expiration
May 14, 2031
Expiration date of the warrant to purchase common stock
Note expiration
November 14, 2027
Expiration date for the Convertible Promissory Note
Key Terms
Convertible Promissory Note, Warrant to Purchase Common Stock, beneficial-ownership limitation, outstanding shares of Common Stock
4 terms
Convertible Promissory Note financial
"Reflects the issuance to the Reporting Person of (i) a Convertible Promissory Note in the original principal amount of $60,000"
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 to Purchase Common Stock financial
"and (ii) a Warrant to Purchase Common Stock for 50,000 shares of the Issuer's common stock"
beneficial-ownership limitation regulatory
"subject to (i) a beneficial-ownership limitation that prevents conversion or exercise to the extent the holder"
FAQ
What did NEXGEL (NXGL) CEO Adam R. Levy acquire in this Form 4?
NEXGEL’s CEO Adam R. Levy acquired a Convertible Promissory Note and a stock purchase warrant. The note can convert into up to 100,000 common shares, and the warrant allows purchase of 50,000 shares, both at fixed prices and under ownership limits.
What are the key terms of the NEXGEL (NXGL) convertible promissory note?
The Convertible Promissory Note has an original principal of $60,000 and is convertible into up to 100,000 NEXGEL common shares at $0.60 per share. It is convertible at any time at the holder’s option, subject to a 4.99% beneficial-ownership cap.
What are the main terms of the NEXGEL (NXGL) stock purchase warrant?
The warrant allows the CEO to acquire 50,000 NEXGEL common shares at an initial exercise price of $0.80 per share. It is exercisable at any time at his option, but exercises are limited by a 4.99% beneficial-ownership restriction.
What is the beneficial-ownership limitation in the NEXGEL (NXGL) CEO’s note and warrant?
Both the note and warrant include a 4.99% beneficial-ownership limitation. This prevents conversions or exercises if they would cause the holder, together with affiliates, to own more than 4.99% of NEXGEL’s outstanding common stock after the transaction.
Why did NEXGEL (NXGL) issue a warrant to its CEO with the note purchase?
NEXGEL issued the 50,000-share warrant to its CEO as part of the consideration for his purchase of the $60,000 Convertible Promissory Note. The footnote states the warrant was granted for no additional consideration beyond the note’s purchase price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
