[Form 4] NexGel, Inc Warrant Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview: On 06/27/2025, Director Scott Robert Henry filed a Form 4 reporting new equity awards from NEXGEL, Inc. (ticker: NXGL).

Equity Grants Disclosed:

• Stock Options: 30,000 options with an exercise price of $2.32, granted 06/25/2025 under the 2019 Long-Term Incentive Plan. The option expires 06/25/2035 and vests in twelve equal monthly tranches of 2,500 shares beginning 07/31/2025, subject to continuous service. Any unvested portion accelerates upon a Change in Control.
• Restricted Stock Units (RSUs): 5,000 RSUs granted 06/25/2025 for Audit Committee chair duties. Vesting occurs in twelve monthly installments of 417 shares (413 on the final month) starting 07/31/2025, with the same Change-in-Control acceleration feature.

Post-transaction beneficial ownership: Henry now holds 30,000 derivative securities (options) and 5,000 RSUs, all reported as direct ownership.

Strategic Context: The awards cover board service through the 2026 Annual Meeting, aligning the director’s incentives with medium-term corporate objectives. No open-market purchases or sales were reported, so there is no immediate cash movement or signal regarding valuation views. The grant introduces the potential issuance of up to 35,000 additional common shares, a modest dilutive effect relative to typical micro-cap share counts, but the impact depends on future vesting and exercise.

Positive

• Alignment of Interests: Granting options at $2.32 and service-condition RSUs ties director compensation to share-price performance and company milestones.
• Retention Mechanism: Monthly vesting over 12 months encourages continued board participation through the 2026 Annual Meeting.

Negative

• Potential Dilution: Full vesting and exercise would add up to 35,000 common shares to the float, marginally dilutive for existing shareholders.

Insights

Financial Analyst

TL;DR: Standard director equity grant; aligns incentives, minor dilution; neutral market impact.

The filing shows routine, board-service-related compensation—30k options at $2.32 and 5k RSUs. Vesting is monthly over one year, which promotes retention and task focus through the 2026 AGM. Because no shares were sold or bought on the open market, there is no direct sentiment signal. At today’s scale the 35k share overhang is small, and the $2.32 strike suggests an encouragement toward price appreciation. Overall, I view the disclosure as governance maintenance rather than a value-moving event.

Corporate Governance Specialist

TL;DR: Compensation structure follows best-practice; change-in-control acceleration typical; investor impact minimal.

The grant is issued under the 2019 LTIP and mirrors prevailing small-cap governance standards—monthly vesting, clear service condition, and protection for corporate transactions. The RSU rounding note (413 shares in month 12) shows procedural precision. Because the director remains a non-executive, influence over day-to-day operations is limited, keeping agency risk contained. No red flags appear in the disclosure.

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

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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^*

Henry Scott Robert

(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
Restricted Stock Units	$0	06/25/2025		A		5,000		(2)	(2)	Common Stock	5,000	$0	5,000	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.

2. Represents a restricted stock unit granted pursuant to the Issuer's Plan for services as a member of the Issuer's Chairperson of the Audit Committee of the Board of Directors until; the Issuer's 2026 Annual Meeting of Stockholder. The number of shares underlying the restricted stock unit shall vest as follows: in equal 417 share amounts over the following continuous twelve months (on the last calendar day of each month) beginning on July 31, 2025 (with 413 shares vesting month twelve due to rounding adjustments), 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 restricted stock unit shall accelerate in accordance with the terms of the Plan.

	/s/ Scott Robert Henry	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity was granted to NXGL Director Scott Robert Henry?

30,000 stock options at $2.32 and 5,000 restricted stock units were granted on 06/25/2025.

When do the NXGL stock options granted on 06/25/2025 vest and expire?

They vest monthly in 2,500-share tranches starting 07/31/2025 and expire on 06/25/2035.

How will the RSUs granted to Scott Henry vest?

RSUs vest in 417-share monthly installments (413 in month 12) over a year beginning 07/31/2025.

Does a change in control affect these NXGL awards?

Yes, any unvested options or RSUs accelerate upon a Change in Control, per the 2019 LTIP.

Did the director buy or sell NXGL shares on the open market?

No open-market transactions were reported; the filing only discloses option and RSU grants.