NEXGEL cuts director’s note conversion price to $5.50

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

Rhea-AI Filing Summary

NEXGEL, Inc. director Steven Ciardiello entered into a Note Amendment and Conversion Agreement with the company on November 10, 2026. The amendment reduced the convertible note’s conversion price from $12.00 to $5.50 per share and the existing warrant’s exercise price from $16.00 to $13.00 per share. As amended, the note is convertible into 4,546 common shares and the warrant covers 1,042 common shares; the original instruments were reported as disposed of solely for Form 4 purposes and remain outstanding as amended. The note converts at the contemplated merger closing or earlier at the holder’s election, subject to the Exchange Cap; the warrant is expected to be surrendered at merger closing. Share amounts reflect the 1-for-20 reverse stock split effective October 12, 2026.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Ciardiello Steven

Role Director

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	--	--

Holdings After Transaction: Convertible Promissory Note (before amendment) — 0 (Direct); Convertible Promissory Note (as amended) — 4,546 (Direct); Warrant to Purchase Common Stock — 0 warrants (Direct); Existing Warrant (as amended) — 1,042 warrants (Direct)

Footnotes (2)

1. 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.
2. 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 conversion price: $12.00 per share Amended note conversion price: $5.50 per share Original warrant exercise price: $16.00 per share +3 more

6 metrics

Original note conversion price $12.00 per share Before the November 10, 2026 amendment

Amended note conversion price $5.50 per share As amended on November 10, 2026

Original warrant exercise price $16.00 per share Before the November 10, 2026 amendment

Amended warrant exercise price $13.00 per share As amended on November 10, 2026

Common shares underlying amended note 4,546 shares Share amount reflects the 1-for-20 reverse stock split effective October 12, 2026

Common shares underlying amended warrant 1,042 shares Share amount reflects the 1-for-20 reverse stock split effective October 12, 2026

Key Terms

Note Amendment and Conversion Agreement, Exchange Cap, Rule 16b-3(d) and (e), reverse stock split

4 terms

Note Amendment and Conversion Agreement technical

"entered into a Note Amendment and Conversion Agreement"

Exchange Cap financial

"subject to the Exchange Cap"

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

"approved in advance 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 were the amended NXGL note and warrant prices?

The amended note’s conversion price is $5.50 per share, down from $12.00, and the existing warrant’s exercise price is $13.00 per share, down from $16.00. As amended, the note is convertible into 4,546 common shares and the warrant covers 1,042 common shares.

What conditions apply to Steven Ciardiello’s amended NXGL note and warrant?

The note converts at the closing of the contemplated merger or earlier at Steven Ciardiello’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 merger closing because Ciardiello did not participate in the 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^*

Ciardiello Steven

(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)

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

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)
			Code	V	Amount	(A) or (D)	Price

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
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	$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/ Steven Ciardiello	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)