[Form 4] NexGel, Inc Warrant Insider Trading Activity

Rhea-AI Filing Summary

Adam R. Levy, Chief Executive Officer and a director of NexGel, Inc. (NXGL), reported a sale of 4,000 shares of common stock on 08/28/2025 at a weighted average price of $2.4741 per share. The filing states the sale was made for tax planning purposes. After the transaction, Mr. Levy beneficially owned 358,284 shares. The shares sold were originally acquired from the issuer on October 15, 2019. The report commits to provide specific per-price share counts if requested by the SEC, the issuer, or a security holder.

Positive

• Transparency: Filing discloses the sale, original acquisition date (10/15/2019), and offers to provide per-price sale details if requested.
• Size and intent: Sale described as for tax planning purposes, suggesting a non-operational motive rather than loss of confidence in the company.

Negative

• Insider selling: CEO and director sold shares, which some investors may view negatively despite the tax-planning explanation.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-related sale by CEO; not a governance red flag on its face.

The Form 4 documents a small open-market sale of 4,000 shares by the CEO and director for tax planning purposes. The disclosure that the shares were acquired in 2019 and that the reporter will provide detailed price-level information on request indicates compliance with transparency norms. This transaction does not change control or materially dilute shareholders and appears routine rather than a governance concern.

Securities Analyst

TL;DR: Minor insider sale with limited market impact given the post-sale holding of 358,284 shares.

The sale at a weighted average of $2.4741 for 4,000 shares represents a modest liquidity event relative to the reported beneficial ownership. The filer’s willingness to disclose price ranges on request supports regulatory transparency. There is no indication in the filing of scheduled 10b5-1 plan reliance or of larger disposition activity, so investor impact is likely minimal.

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
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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^*

Levy Adam R.

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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
Common Stock	08/28/2025		S		4,000(1)	D	$2.4741(2)	358,284	D

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

Explanation of Responses:

1. The Reporting Person sold these shares for tax planning purposes. The shares were originally acquired by the Reporting Person from the Issuer on October 15, 2019.

2. Represents the weighted average of open market sale transactions ranging from $2.4450 to $2.5000 per share. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price sold if requested by the Securities and Exchange Commission Staff, the Issuer or a security holder of the Issuer.

	/s/ Adam R. Levy	08/29/2025
	** 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 did Adam R. Levy disclose on the Form 4 for NXGL?

The filing reports a sale of 4,000 common shares on 08/28/2025 at a weighted average price of $2.4741, leaving him with 358,284 shares.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold for tax planning purposes.

When were the sold shares originally acquired?

The shares were originally acquired from the issuer on October 15, 2019.

Will the filer provide more detailed sale price information?

Yes, the filer states they will provide full information regarding the number of shares sold at each separate price if requested by the SEC, the issuer, or a security holder.

Does the Form 4 indicate a 10b5-1 trading plan was used?

No. The filing does not check or reference reliance on a 10b5-1 plan for this transaction.