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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. reports strong top-line growth but continued losses in its annual report. Revenue for the year ended December 31, 2025 rose to $11.4 million, up 31.5% from 2024, driven mainly by expansion of branded consumer products including MedaGel, Kenkoderm and Silly George. Gross profit improved to $4.5 million, or 39.5% of revenue, but selling, general and administrative expenses increased to $7.9 million, reflecting higher compensation, marketing and professional fees. Research and development spending was minimal at $2 thousand as medical device projects focus on partnering and licensing rather than in-house commercialization. NexGel ended 2025 with $317 thousand in cash, $741 thousand in restricted cash and working capital of $1.4 million, and acknowledges substantial doubt about its ability to continue as a going concern without additional capital. The company highlights unused manufacturing capacity, a hydrogel contract manufacturing base, growing consumer brands and early-stage medical devices, while outlining extensive business, competitive, regulatory, supply chain, capital-raising and Nasdaq listing risks.
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. is offering up to $1,797,381 aggregate principal amount of Series A senior secured convertible notes and the common shares issuable upon their conversion. The notes bear 10% annual interest, mature on February 10, 2028, and can convert at a fixed $1.244 per share or an alternate price based on recent VWAP, subject to a floor.
The notes are secured obligations ranking senior to substantially all other indebtedness and include a 4.99% beneficial ownership cap, which investors may increase to 9.99% with notice. NexGel expects net proceeds of about $1,617,642, to be held under a deposit account control agreement and used primarily for a specified acquisition and related investor expenses, with strict limits on other uses.
If the approved acquisition closes by April 15, 2026, the investor must purchase an additional $14,869,286 of Series B senior secured convertible notes in a private offering for the same acquisition. NexGel’s common shares outstanding were 8,143,133 as of February 9, 2026.
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.
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.
Form 144 notice for NexGel, Inc. (NXGLW) reports a proposed sale of 4,000 common shares through Charles Schwab with an aggregate market value of $9,800, scheduled approximately for 08/28/2025. The filing states the company has 8,067,580 shares outstanding, and the shares to be sold were acquired on 10/15/2019 via founder shares, a PIPE, ESOP and open market purchases.
The filer also discloses recent sales by the same person totaling 8,000 shares across five transactions from 05/30/2025 to 06/11/2025 with gross proceeds ranging from $2,218 to $4,779. The notice includes the required representation that the seller has no undisclosed material adverse information and a signature/attestation section. Several standard filer fields (CIK, contact details) are not populated in the provided text.
NexGel reported consolidated revenue of $2.884 million for the quarter ended June 30, 2025, up from $1.440 million a year earlier, and $5.690 million for the six months versus $2.706 million in 2024. Growth was driven largely by its consumer branded products, which produced $1.884 million in the quarter (vs. $968 thousand) and $3.666 million for six months (vs. $1.585 million).
Despite revenue gains, NexGel remains unprofitable: net loss attributable to NexGel stockholders was $1.377 million for the six months and the company used $807 thousand in operating cash over the period. Cash on hand was $725 thousand at June 30, 2025 and working capital was about $1.8 million, which the company says raises substantial doubt about its ability to continue as a going concern. Management is pursuing expanded sales channels, product development and possible financing to address liquidity needs.
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.