Every 8-K that Nexgel Inc Wt Exp 120126 (NXGLW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NXGLW 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 NXGLW filings page.
NEXGEL, Inc. (NXGL) reported a leadership transition and formal strategic review. Effective August 21, 2026, the company terminated Chief Executive Officer Adam R. Levy without Cause and he resigned from the Board and all other positions. NEXGEL and Mr. Levy are negotiating a Separation Agreement and Release, whose material terms will be disclosed once finalized. The Board appointed director Brian Kieser, founder and CEO of Fountainhead Lifesciences and CEO of Sequence LifeScience, Inc., as Interim Chief Executive Officer.
The Board formed a Special Committee for Strategic Review and Value Creation, composed of Kevin Harris (Chair) and Steve Glassman, to review operations, the asset portfolio, liquidity, and long‑term strategic direction, including potential actions for non-core assets. NEXGEL highlights BioNX Surgical, BioNX Regenerative Eye Health & Aesthetics, and its advanced hydrogel technologies as key growth areas. Mr. Levy will provide up to 90 days of transition assistance under the expected separation agreement, focusing on knowledge transfer and continuity across strategic initiatives.
NEXGEL, Inc. reported its second quarter 2026 results, highlighting integration of the mid-April acquisition from Celularity into the new BioNX Surgical division and a strategic partnership with Sequence Life Science to transfer manufacturing technology to Sequence’s San Antonio facility.
For the quarter ended June 30, 2026, NEXGEL generated $3.69 million in revenue and recorded a net loss of $2.87 million. The loss included non-recurring or non-cash items such as $756,554 of BioNX intangible amortization, $273,710 of transaction-related expenses, and $144,495 tied to a strategic recall of all SilverSeal inventory from Amazon to support an August hospital-market launch. Supply chain constraints contributed to a BioNX Surgical backlog of approximately $795,000.
The company launched the BioNX Regenerative Eye Health & Aesthetics initiative, based on exclusively licensed Sequence products and led by industry veteran Shaun Mullen. A recent proxy solicitation failed to secure approval for an increase in authorized shares and reverse stock split authority, which NEXGEL plans to resolicit as standalone proposals with support from Alliance Advisors, targeting completion in late September. Approximately $710,000 of restricted cash related to a prior ATW Partners transaction has since been released and returned to NEXGEL, and that relationship has concluded. Management expects to host an investor update call on or around September 15, 2026.
NexGel, Inc. held its 2026 Annual Meeting of Stockholders on July 31, 2026, with 6,398,925 shares of common stock represented in person or by proxy out of 9,225,242 shares entitled to vote, constituting a quorum. Stockholders elected Adam Levy, Steven Glassman, Steven A. Ciardiello, Jerome B. Zeldis, Brian J. Kieser and Kevin M. Harris as directors for terms expiring at the 2027 annual meeting; Scott R. Henry had previously resigned effective July 1, 2026.
Stockholders approved, under Nasdaq Listing Rule 5635(d), issuing common shares upon conversion of convertible notes and exercise of warrants from April and May 2026 private placements, and approved on an advisory basis the compensation of named executive officers. They also ratified Turner, Stone & Company, L.L.P. as independent registered public accounting firm for 2026. Proposals to reincorporate from Delaware to Nevada, increase authorized common shares from 25,000,000 to 100,000,000, and authorize a reverse stock split in a range of 1-for-2 to 1-for-10 did not receive the required majority of outstanding shares and were not approved.
NexGel, Inc. entered into a new Executive Employment Agreement with President and CEO Adam Levy, effective July 23, 2026, replacing his prior contract. The agreement provides a $375,000 annual base salary and potential 2026 cash bonuses, including up to $25,000 discretionary and additional tiers tied to EBITDA targets of $4 million, $6 million, and $8 million, equal to 10%, 30% or 50% of base salary.
Levy received stock options for 160,000 shares at an exercise price of $0.647 per share, with a five-year term and time-based vesting, subject to full acceleration upon a Change in Control. The contract provides 12 months of salary continuation, pro-rata target bonus, COBRA reimbursement and equity-vesting acceleration for certain terminations, with enhanced lump-sum and full vesting protection after a Change in Control, plus post-employment non-compete and non-solicitation covenants.
NexGel, Inc. has postponed its 2026 Annual Meeting of Stockholders. The meeting, originally scheduled for July 10, 2026, will now be held on July 31, 2026 at 10:00 a.m. Eastern Time. The company states this change is to allow more time to solicit proxies and obtain the requisite stockholder votes on certain proposals.
The record date for determining who is entitled to vote at the meeting remains unchanged, and all previously submitted proxies will stay valid unless revoked. The agenda and proposals are unchanged from the definitive proxy statement filed on June 9, 2026, and stockholders may still change their votes by submitting a new proxy or voting again by telephone, Internet, or in person at the rescheduled meeting.
NEXGEL, Inc. reported that Scott Henry has notified the company of his intent to resign from its Board of Directors to lighten his schedule and focus on other business ventures and personal matters. His resignation becomes effective on July 1, 2026.
Henry currently serves as Chairperson of the Board’s Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. The company states that his resignation is not due to any disagreement with NEXGEL or its subsidiaries regarding operations, policies, or practices.
NexGel, Inc. filed a current report to disclose that it is using a new investor presentation as of June 17, 2026. The presentation is provided as Exhibit 99.1 and is being furnished under Regulation FD, meaning it is for information purposes and not treated as filed financial reporting.
The company states that this investor presentation will not be incorporated into other securities law filings unless specifically referenced. No new financial results, major transactions, or operational changes are described in this report itself.
NexGel, Inc. entered into a private placement of unsecured convertible promissory notes with accredited investors, raising aggregate gross proceeds of $1,210,000. The notes have an aggregate original principal amount of $1,210,000 and are convertible into common stock at an initial price of $0.60 per share.
Investors also received warrants exercisable for an aggregate of 1,008,334 common shares at an exercise price of $0.80 per share, expiring five years from issuance. The company plans to use the net proceeds for working capital. Affiliates purchased $1,085,000 of the offering, including director Brian J. Kieser with $1,000,000, CEO Adam Levy with $60,000, and director Scott Henry with $25,000.
NexGel agreed under a Registration Rights Agreement to file a resale registration statement for the shares underlying the notes and warrants within 75 days of closing and to seek SEC effectiveness within 150 days of the initial filing.
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. 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. entered into an Asset Purchase and Exclusive License Agreement with Celularity, Inc. to acquire and license Celularity’s commercial-stage regenerative biomaterials portfolio and related assets for up to $35.0 million in cash. The consideration includes a $15.0 million upfront payment and up to $20.0 million in milestone payments tied to net sales targets. The deal includes an exclusive license, asset purchase, and contemplated contract manufacturing and sublease agreements, and must satisfy customary closing conditions, including NEXGEL obtaining financing sufficient to fund the upfront payment.
According to an accompanying press release, the portfolio includes six established regenerative biomaterial products, most with existing insurance reimbursement, plus three planned 510(k) product filings in 2026, 2027, and 2028. NEXGEL states the transaction is expected to approximately triple its annual revenue to about $35 million and make the company immediately profitable upon closing, while adding an experienced commercial and scientific team. NEXGEL is also in discussions with an accredited investor about a potential equity line of credit facility of up to $100 million in newly issued common shares, subject to conditions.
NEXGEL, Inc. entered into a financing arrangement with an institutional investor for a 10% original issue discount convertible note facility of up to $56,667,667. The company has already issued Series A senior secured convertible notes with an original principal amount of $1,797,381, providing gross proceeds of $1,797,381.
The Series A proceeds are subject to a deposit account control agreement and are to be used primarily for an approved acquisition; the funds will be returned to the investor if the acquisition is not consummated. If the approved acquisition closes by April 15, 2026 and other conditions are met, the investor must purchase Series B notes in up to $14,869,286 for the acquisition.
The notes bear 10% annual interest, rising to 18% upon default, mature two years after issuance, and are senior secured by substantially all company assets. Series A notes convert at $1.244 per share, with alternative conversion prices based on VWAP and a floor price of $0.2488 per share, and issuance of Series B notes depends on stockholder approval of redomestication, reverse splits, an increase in authorized common shares to 250,000,000, and Nasdaq-related approvals.
NexGel, Inc. reported that board member Nachum Stein has notified the company of his intent to resign from its Board of Directors, effective February 2, 2026. He currently serves as Chairperson of the Board’s Compensation Committee and is leaving to lighten his schedule and focus on other business ventures.
The company states that Mr. Stein’s resignation is not due to any disagreement with NexGel or its subsidiaries on operations, policies, or practices. His resignation letter dated January 29, 2026 is included as Exhibit 17.1 to this report.
NexGel, Inc. furnished a press release reporting the Companys results for the quarter ended June 30, 2025, attached as Exhibit 99.1, and disclosed a new investor presentation attached as Exhibit 99.2.
The filing states these materials are being furnished (not "filed") for purposes of the Exchange Act and therefore are not automatically incorporated by reference into other securities filings. The cover information lists the Companys common stock and warrants trading on The Nasdaq Capital Market under the symbols NXGL and NXGLW, and indicates the Company is an emerging growth company.