Here are the S-1 registration statements from NexGel, Inc (NXGL) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An S-1 covers the registration statement a company files to sell shares publicly, so if you follow NXGL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NXGL filings page.
NexGel, Inc. (NXGL) is registering 15,252,337 shares of common stock on Form S-1 for resale by existing investors. These shares are issuable upon conversion of unsecured convertible promissory notes from April and May 2026 financings and the Celularity-related transactions; no warrant shares are included.
The company will receive no proceeds from these resales, though it will bear registration costs. As of August 20, 2026, NexGel had 9,747,663 shares outstanding out of 25,000,000 authorized, and states that full note and warrant conversion would exceed currently authorized shares. A special meeting on September 23, 2026 seeks approval to increase authorized common stock to up to 150,000,000 shares.
The notes carry 10% interest (18% on default), mature in 18 months, and are initially convertible at $0.60 per share with full-ratchet anti-dilution and downward reset features that can significantly increase the number of shares issued if the market price falls. NexGel highlights a going concern uncertainty, with $0.5 million in unrestricted cash, a $4.5 million net loss, and $2.7 million operating cash outflow for the six months ended June 30, 2026. The company also notes that large resales of these shares could pressure its stock price and further dilute existing holders.