Welcome to our dedicated page for NEXGEL SEC filings (Ticker: NXGL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NexGel, Inc. filings document the formal disclosures of a Nasdaq-listed operating company focused on hydrogel-based healthcare, beauty and OTC products. Recent 8-K reports cover material definitive agreements, an exclusive license and asset purchase for regenerative biomaterial products, convertible-note financing, and capital-structure terms tied to common stock, notes and warrants.
The filings also record board and financial officer changes, employment and compensation arrangements, Nasdaq listing-compliance notices, Regulation FD communications, and exhibits to material contracts. These disclosures connect NexGel’s product expansion, financing activity, governance structure and public-company reporting obligations.
NexGel, Inc. reported a larger quarterly loss and raised doubt about its ability to continue as a going concern. For the three months ended March 31, 2026, revenue was $2.65 million, down 5.6% from $2.81 million a year earlier, as branded consumer product sales declined.
Gross profit was $1.06 million with a 40.0% margin, compared with $1.19 million and 42.3% a year ago. Net loss attributable to NexGel stockholders widened to $927,000 (basic and diluted loss per share of $0.11) from $712,000 ($0.09 per share).
As of March 31, 2026, NexGel held $208,000 in cash and $1.91 million in restricted cash, and used $504,000 in operating cash during the quarter. Management concluded these conditions raise substantial doubt about long‑term viability, though subsequent financings and strategic initiatives are intended to improve liquidity.
NEXGEL, Inc. appointed Brian J. Kieser and Kevin M. Harris, both senior executives of Sequence LifeScience, to its board of directors. They will serve until the next annual stockholders’ meeting or until successors are elected and qualified, and will receive standard non‑employee director compensation.
The filing also describes financing linked to NEXGEL’s acquisition of certain assets and licenses from Celularity Inc. Sequence received an unsecured convertible promissory note with original principal of $5,500,000, convertible at $0.60 per share into up to 9,166,667 common shares, plus a warrant for up to 4,583,334 shares at an initial exercise price of $0.80 per share.
Separately, on May 11, 2026, NEXGEL issued Brian Kieser an unsecured convertible promissory note with original principal of $1,000,000, convertible at $0.60 per share into up to 1,666,667 shares, and a warrant for up to 833,334 shares at an initial exercise price of $0.80 per share. The company notes that Kieser, as CEO and indirect sole owner of Sequence, has indirect and direct material interests in these transactions under Item 404(a) of Regulation S‑K.
NEXGEL, INC. Chief Financial Officer Ian Howard Blackman filed an initial ownership report listing his derivative positions in the company’s common stock. The filing shows a warrant exercisable at $0.80 per share for 20,834 underlying shares, expiring on April 17, 2031, and a $25,000 convertible note convertible at $0.60 per share into 41,667 shares, expiring on October 17, 2027. It also discloses a stock option for 160,000 shares at an exercise price of $0.65 per share, expiring on April 27, 2031. According to the footnote, 40,000 option shares vest on April 27, 2027, with the remaining 120,000 vesting monthly over 36 months starting March 31, 2027, subject to continued service and potential acceleration upon a Change in Control.
NexGel, Inc. filed Amendment No. 1 to its annual report to add detailed Part III disclosures on directors, executive compensation, ownership, related-party transactions and auditor fees, without changing previously reported financial statements. The filing highlights a new CFO employment agreement, updated board committee roles, equity incentives and insider trading and clawback policies.
NEXGEL, Inc. appointed Ian Blackman, age 58, as Chief Financial Officer, effective April 27, 2026, succeeding Adam E. Drapczuk III as principal financial and accounting officer. Drapczuk resigned as Interim CFO in connection with the change and will continue providing financial consulting services.
Under a new Executive Employment Agreement, Blackman receives a $250,000 annual base salary, an EBITDA-based bonus opportunity for 2026, and stock options for up to 160,000 shares with time-based vesting and full acceleration upon a Change in Control. He is entitled to tiered severance benefits if terminated without cause or for good reason, with enhanced protection following a Change in Control. A related press release highlights his role in helping advance and integrate NEXGEL’s planned acquisition and licensing of regenerative biomaterial products from Celularity Inc.
NexGel, Inc. (Common Stock) Schedule 13G/A reports that Asymmetry Point LP holds 745,000 shares, equal to 8.8% of outstanding common stock based on 8,475,693 shares as of March 31, 2026. The filing is a joint report naming Asymmetry Point LP, Asymmetry Point Capital LLC (general partner) and Aviv Argaman (fund manager) as reporting persons. Signatures dated April 29, 2026 accompany a Joint Filing Agreement referenced in Exhibit 99.1.
NexGel, Inc. received a notice from Nasdaq that its common stock has failed to meet the $1.00 minimum bid price requirement for the last 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.
The company has 180 calendar days, until October 19, 2026, to regain compliance by having its stock close at or above $1.00 for at least 10 consecutive business days. If it still qualifies under other Nasdaq standards, it may receive an additional 180-day period.
The company states it will monitor its share price and may consider options such as a reverse stock split to address the deficiency, although there is no assurance it will regain compliance or satisfy other Nasdaq listing rules.
NEXGEL, Inc. completed its acquisition and exclusive license of Celularity’s regenerative biomaterials business and amended the deal economics. Total consideration is $13.3 million, including an $8.3 million upfront cash payment and a $5.0 million convertible promissory note bearing 10% interest and convertible at $0.60 per share.
To finance the transaction, NEXGEL issued $6.9 million in unsecured convertible notes and Warrants for 5,750,000 shares in a private placement, with 50% warrant coverage at an exercise price of $0.80. Additional commitments of up to $475,000 in similar securities and conversion of about $500,000 of assumed sales representative obligations into notes and warrants further expand potential dilution.
The company formed a new division, BioNX Surgical, to commercialize six established regenerative biomaterial products and pipeline programs. NEXGEL states the Celularity transaction is expected to approximately triple its annual revenue to about $35 million on a pro forma basis and be immediately accretive to profitability.
NexGel, Inc. reports strong top-line growth but continued losses in its annual report. Revenue for the year ended December 31, 2025 rose to $11.4 million, up 31.5% from 2024, driven mainly by expansion of branded consumer products including MedaGel, Kenkoderm and Silly George. Gross profit improved to $4.5 million, or 39.5% of revenue, but selling, general and administrative expenses increased to $7.9 million, reflecting higher compensation, marketing and professional fees. Research and development spending was minimal at $2 thousand as medical device projects focus on partnering and licensing rather than in-house commercialization. NexGel ended 2025 with $317 thousand in cash, $741 thousand in restricted cash and working capital of $1.4 million, and acknowledges substantial doubt about its ability to continue as a going concern without additional capital. The company highlights unused manufacturing capacity, a hydrogel contract manufacturing base, growing consumer brands and early-stage medical devices, while outlining extensive business, competitive, regulatory, supply chain, capital-raising and Nasdaq listing risks.
NexGel, Inc. reports that Asymmetry Point LP beneficially owns 610,000 shares of Common Stock, representing 7.49% based on 8,143,133 shares outstanding as of November 12, 2025.
Asymmetry Point Capital LLC, as General Partner, and Mr. Aviv Argaman, as Fund Manager, are each disclosed as having sole voting and dispositive power over the 610,000 shares. Filers provided addresses and signed a joint filing agreement on March 12, 2026.