[Form 4] NexGel, Inc Warrant Insider Trading Activity

Rhea-AI Filing Summary

NexGel, Inc. (NXGL) – Form 4 filing dated 27-Jun-2025

Director John Nachum Stein received a grant of 30,000 stock options on 25-Jun-2025 under the company’s 2019 Long-Term Incentive Plan. The options carry an exercise price of $2.32 and expire on 25-Jun-2035.

Vesting is scheduled in twelve equal monthly tranches of 2,500 shares beginning 31-Jul-2025 and ending at the 2026 annual shareholder meeting, subject to continued board service. Any unvested portion accelerates upon a defined Change in Control.

The transaction is reported as an “A” (acquired) code, with no cash consideration (price $0) because it is compensation, not an open-market purchase. Following the grant, Mr. Stein beneficially owns 30,000 derivative securities (options); no common shares were bought or sold, and no other transactions were disclosed.

For investors, the filing reflects routine director compensation and does not alter NexGel’s capital structure or cash position. The modest size of the grant (notional value ≈ $69.6 k at exercise price) suggests limited immediate financial impact.

Insights

Securities Analyst

TL;DR: Routine option grant; negligible balance-sheet impact; aligns director incentives.

The Form 4 shows a standard equity incentive: 30,000 options at $2.32 to director John Stein. No cash changed hands, so there is no effect on liquidity or earnings. Dilution potential is small—options equal roughly 0.4 % of NexGel’s ~7.5 m shares outstanding (based on latest 10-K). Vesting over 12 months ties the director’s interests to share performance through 2026. Investors should view the filing as regular board compensation rather than a signal of insider sentiment, since the transaction was not an open-market purchase.

Corporate Governance Specialist

TL;DR: Governance-aligned compensation, standard 10b5-1 safe-harbor box ticked.

The grant is made under the 2019 LTIP, demonstrating continued use of shareholder-approved equity plans. Monthly vesting encourages ongoing board engagement, while change-of-control acceleration is typical for micro-caps to retain directors during strategic events. The filing also provides the new Rule 10b5-1 checkbox, improving transparency. No red flags arise; the action is neutral from a governance risk perspective.

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

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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^*

Stein John Nachum

(Last) (First) (Middle)

C/O NEXGEL, INC.

2150 CABOT BLVD, WEST, SUITE B

(Street)

LANGHORNE PA 19047

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Stock Option (Right to Buy)	$2.32	06/25/2025		A		30,000		06/25/2025(1)	06/25/2035	Common Stock	30,000	$0	30,000	D

Explanation of Responses:

1. Represents a stock option granted pursuant to the Issuer's 2019 Long-Term Incentive Plan, as amended (the "Plan"), for services as a member of the Issuer's Board of Directors until; the Issuer's 2026 Annual Meeting of Stockholder. The number of shares underlying the stock option shall vest as follows: in equal 2,500 share amounts over the continuous twelve months (on the last calendar day of each month) beginning on July 31, 2025, subject to the Reporting Person's continuous service through each vesting date. In the event of a Change in Control (as defined in the Plan), any unvested shares underlying the stock option shall accelerate in accordance with the terms of the Plan.

	/s/ John Nachum Stein	06/27/2025
	** 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).
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FAQ

What did the NXGL Form 4 filed on 27-Jun-2025 disclose?

It disclosed a grant of 30,000 stock options to director John Nachum Stein at an exercise price of $2.32.

When do the NexGel director options begin vesting?

The options start vesting on 31-Jul-2025 in monthly tranches of 2,500 shares.

What is the expiration date of the newly granted NXGL options?

The options expire on 25-Jun-2035.

Did the Form 4 indicate any insider purchase or sale of common stock?

No. The filing reports a compensation grant; no common shares were bought or sold.

How many derivative securities does John Stein own after the transaction?

He owns 30,000 stock options following the reported grant.