[Form 4] NexGel, Inc Warrant Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing – NexGel, Inc. (NXGL) discloses that director Steven Mark Glassman received two equity awards on 25 June 2025 for his board service through the company’s 2026 annual meeting.

• Stock option: right to buy 30,000 common shares at an exercise price of $2.32. Vesting occurs in 12 equal monthly tranches of 2,500 shares starting 31 July 2025. Any unvested portion accelerates upon a “Change in Control” as defined in NexGel’s 2019 Long-Term Incentive Plan.
• Restricted stock units (RSUs): 5,000 units with zero exercise price. Vest in 12 monthly tranches of 417 shares (413 shares in the final month) beginning 31 July 2025, also subject to acceleration on a Change in Control.
• Both awards were reported as “A” (acquired) transactions and are held directly by the reporting person. No shares were sold or disposed of.

The filing is a routine disclosure of board compensation and does not involve open-market purchases or sales. It modestly increases insider exposure to the company’s equity but is unlikely to have a material impact on NexGel’s capital structure or near-term cash flow.

Insights

Corporate Governance Specialist

TL;DR: Routine director equity grant; aligns incentives, neutral for stock price.

This Form 4 reflects standard board compensation rather than an opportunistic insider trade. The 30 k option grant at $2.32 strike and 5 k RSUs represent typical equity incentives meant to tie director performance to shareholder value. Vesting over 12 months—coupled with acceleration on Change-in-Control—mirrors common small-cap governance practices and signals no immediate strategic shift. Because no shares were sold and the strike price is above current trading levels in many micro-cap cases, the filing is neutral from a valuation perspective. Investors may view the grant as mildly positive in aligning interests but should not expect short-term price movement.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

glassman steven mark

(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 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/ Steven Mark Glassman	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did NXGL grant to director Steven Mark Glassman?

He received a 30,000-share stock option at $2.32 and 5,000 RSUs on 25 Jun 2025.

When do the NXGL stock options and RSUs begin vesting?

Both awards start vesting on 31 Jul 2025 in monthly installments over 12 months.

Is this Form 4 an insider sale or purchase?

It reports acquisitions (code “A”) of options and RSUs; no open-market sales or purchases occurred.

What happens to unvested awards if NexGel undergoes a change in control?

All unvested options and RSUs accelerate and vest immediately under the plan’s Change-in-Control provision.

Does the filing affect NexGel’s share count immediately?

No; options require exercise and RSUs vest over time, so there is no immediate dilution.