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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2025
| NEXGEL,
INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-41173 |
|
26-4042544 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2150
Cabot Boulevard West, Suite B
Langhorne,
Pennsylvania |
|
19067 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (215) 702-8550
(Former
name or former address, if changed since last report)
Not
Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 |
|
NXGL |
|
The
Nasdaq Capital Market LLC |
| Warrants
to Purchase Common Stock |
|
NXGLW |
|
The
Nasdaq Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Subscription
Agreements
On
July 31, 2025, NexGel, Inc. a Delaware corporation (the “Company”), entered into subscription agreements (the
“Subscription Agreements”) pursuant to which the Company agreed to sell and issue: (i) in a registered direct
offering (the “Registered Offering”), 413,044 shares (the “Shares”) of common stock,
$0.001 par value per share, of the Company (the “Common Stock”), at a per share of $2.30 and (ii) in a concurrent
private placement (the “Private Placement” and, together with the Registered Offering, the “Offerings”),
unregistered warrants (the “Unregistered Warrants” to purchase up to an aggregate of 206,522 shares of Common
Stock, at an exercise price of $4.25 per share. The aggregate gross proceeds to the Company from the Offerings are expected to be approximately
$950,000, before deducting fees payable to the placement agents and other estimated offering expenses payable by the Company, and excluding
the proceeds from any exercise of the Unregistered Warrants, if any.
The
Shares are being offered by the Company pursuant to an effective “shelf” registration statement on Form S-3 (File No. 333-264282),
which was initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 13,
2022 and amended on May 26, 2023, and declared effective on June 7, 2023 (the “Registration Statement”) and
a prospectus supplement thereunder. The Unregistered Warrants and the shares of Common Stock issuable upon the exercise of the Unregistered
Warrants (the “Warrant Shares”) are not being offered pursuant to the Registration Statement and are being
offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities
Act”), and/or Rule 506(b) promulgated thereunder.
The
Offerings are expected to close concurrently on or before August 5, 2025, subject to the satisfaction of customary closing conditions.
The
Company retained Alere Financial Partners, LLC (A division of Cova Capital Partners, LLC) to act as the placement agent (the “Placement
Agent”) for the Offerings. The Company agreed to pay the Placement Agent a cash fee of 8% of the aggregate gross
proceeds in the Offerings received from non-affiliates of the Company and 4% of the aggregate gross proceeds in the Offerings
received from affiliates of the Company, if any. Additionally and upon the closing of the Offerings, the Company agreed to issue
to the Placement Agent warrants exercisable for a period of five years to purchase up to 8% of the number of the Shares sold in
the Registered Offering, or up to 33,044 shares, at a per share exercise price of $4.25.
The
foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to
the full text of such Subscription Agreements, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Unregistered
Warrants
Each
Unregistered Warrant sold in the Private Placement will be exercisable immediately upon issuance and will have a term of five years from
the date of issuance.
Under
the terms of the Unregistered Warrants, the Company may not effect the exercise of any Unregistered Warrant, and a holder will not have
the right to exercise any portion of any Unregistered Warrant if, upon giving effect to such exercise, the aggregate number of shares
of Common Stock beneficially owned by the holder (together with its affiliates) would exceed 4.99% or 9.99%, as elected by the holder
at the date of issuance, of the number of shares of Company’s Common Stock outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of such warrant, which percentage may be increased at the holder’s
election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event
exceed 9.99%. The Company will agree to register the Unregistered Warrants and Warrant Shares with the SEC no later than November 30,
2025.
In
certain circumstances, upon a fundamental transaction (as described in the Unregistered Warrants, and generally including any reclassification,
reorganization or recapitalization of the Common Stock, the sale, lease, license, assignment, conveyance, transfer or other disposition
of all or substantially all of the Company’s assets, the Company’s consolidation or merger with or into another person in
which the Company is not the surviving entity, the acquisition of more than 50% of the Company’s outstanding Common Stock, or any
person or group becoming the beneficial owner of 50% of the voting power of the Company’s outstanding Common Stock and in connection
with such transaction the Common Stock is converted into or exchanged for other securities, cash or property), the holders of Unregistered
Warrants will be entitled to receive upon exercise of the Unregistered Warrants the kind and amount of securities, cash or other property
that the holders would have received had they exercised the Unregistered Warrants immediately prior to such fundamental transaction.
The
foregoing description of the Unregistered Warrant does not purport to be complete and is qualified in its entirety by reference to the
full text of the Unregistered Warrant, a copy of which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item
3.02. Unregistered Sales of Equity Securities.
The
information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.
Based
in part upon the representations of the investors in the Subscription Agreements, the offering and sale of the Unregistered Warrants
and the Warrant Shares in the Private Placement is being conducted pursuant to an exemption from registration under Section 4(a)(2) of
the Securities Act and/or Rule 506(b) promulgated thereunder.
The
Unregistered Warrants and the Warrant Shares have not been registered under the Securities Act or any state securities laws, and the
Unregistered Warrants and Warrant Shares may not be offered or sold in the United States absent registration with the SEC or an applicable
exemption from the registration requirements. The Private Placement will not involve a public offering and will be made without general
solicitation or general advertising. The Purchasers represented that they are institutional “accredited investors” as defined
in Rule 501(a)(1), (2), (3), (7), (8) or (9) under the Securities Act, and that they are acquiring the Unregistered Warrants for investment
purposes only and not with a view to any resale, distribution or other disposition of the Unregistered Warrants in violation of the United
States federal securities laws.
Additionally,
on July 31, 2025, the Company agreed to sell 45,652 shares of its Common Stock at a per share price of $2.30 to a consultant of the Company,
a member of the board of directors of the Company and one additional existing stockholder of the Company for aggregate gross proceeds
of $105,000 (the “Additional Private Placement”). The investors in the Additional Private Placement will also
receive Unregistered Warrants to purchase up to additional 22,826 shares of Common Stock. All of the shares to be issued in the Additional
Private Placement are unregistered and are “restricted securities” as defined by the Securities Act. Each of the investors
in the Additional Private Placement are “accredited investors” as defined above. The Placement Agent will not receive any
fees relating to the Additional Private Placement.
Item
8.01. Other Events.
On
August 1, 2025, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release has been filed
as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Subscription Agreement |
| 99.1 |
|
Press release dated August 1, 2025 |
| 104 |
|
Cover
page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
August 1, 2025 |
|
|
| |
|
|
| |
NEXGEL,
INC. |
| |
|
|
| |
By: |
/s/
Adam Levy |
| |
|
Adam
Levy |
| |
|
Chief
Executive Officer |
