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NexGel, Inc. entered into a private placement of unsecured convertible promissory notes with accredited investors, raising aggregate gross proceeds of $1,210,000. The notes have an aggregate original principal amount of $1,210,000 and are convertible into common stock at an initial price of $0.60 per share.
Investors also received warrants exercisable for an aggregate of 1,008,334 common shares at an exercise price of $0.80 per share, expiring five years from issuance. The company plans to use the net proceeds for working capital. Affiliates purchased $1,085,000 of the offering, including director Brian J. Kieser with $1,000,000, CEO Adam Levy with $60,000, and director Scott Henry with $25,000.
NexGel agreed under a Registration Rights Agreement to file a resale registration statement for the shares underlying the notes and warrants within 75 days of closing and to seek SEC effectiveness within 150 days of the initial filing.
NexGel, Inc. reported a larger quarterly loss and raised doubt about its ability to continue as a going concern. For the three months ended March 31, 2026, revenue was $2.65 million, down 5.6% from $2.81 million a year earlier, as branded consumer product sales declined.
Gross profit was $1.06 million with a 40.0% margin, compared with $1.19 million and 42.3% a year ago. Net loss attributable to NexGel stockholders widened to $927,000 (basic and diluted loss per share of $0.11) from $712,000 ($0.09 per share).
As of March 31, 2026, NexGel held $208,000 in cash and $1.91 million in restricted cash, and used $504,000 in operating cash during the quarter. Management concluded these conditions raise substantial doubt about long‑term viability, though subsequent financings and strategic initiatives are intended to improve liquidity.
NEXGEL, INC. Chief Financial Officer Ian Howard Blackman filed an initial ownership report listing his derivative positions in the company’s common stock. The filing shows a warrant exercisable at $0.80 per share for 20,834 underlying shares, expiring on April 17, 2031, and a $25,000 convertible note convertible at $0.60 per share into 41,667 shares, expiring on October 17, 2027. It also discloses a stock option for 160,000 shares at an exercise price of $0.65 per share, expiring on April 27, 2031. According to the footnote, 40,000 option shares vest on April 27, 2027, with the remaining 120,000 vesting monthly over 36 months starting March 31, 2027, subject to continued service and potential acceleration upon a Change in Control.
NexGel, Inc. filed Amendment No. 1 to its annual report to add detailed Part III disclosures on directors, executive compensation, ownership, related-party transactions and auditor fees, without changing previously reported financial statements. The filing highlights a new CFO employment agreement, updated board committee roles, equity incentives and insider trading and clawback policies.
NEXGEL, Inc. appointed Ian Blackman, age 58, as Chief Financial Officer, effective April 27, 2026, succeeding Adam E. Drapczuk III as principal financial and accounting officer. Drapczuk resigned as Interim CFO in connection with the change and will continue providing financial consulting services.
Under a new Executive Employment Agreement, Blackman receives a $250,000 annual base salary, an EBITDA-based bonus opportunity for 2026, and stock options for up to 160,000 shares with time-based vesting and full acceleration upon a Change in Control. He is entitled to tiered severance benefits if terminated without cause or for good reason, with enhanced protection following a Change in Control. A related press release highlights his role in helping advance and integrate NEXGEL’s planned acquisition and licensing of regenerative biomaterial products from Celularity Inc.
NexGel, Inc. (Common Stock) Schedule 13G/A reports that Asymmetry Point LP holds 745,000 shares, equal to 8.8% of outstanding common stock based on 8,475,693 shares as of March 31, 2026. The filing is a joint report naming Asymmetry Point LP, Asymmetry Point Capital LLC (general partner) and Aviv Argaman (fund manager) as reporting persons. Signatures dated April 29, 2026 accompany a Joint Filing Agreement referenced in Exhibit 99.1.
NexGel, Inc. received a notice from Nasdaq that its common stock has failed to meet the $1.00 minimum bid price requirement for the last 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.
The company has 180 calendar days, until October 19, 2026, to regain compliance by having its stock close at or above $1.00 for at least 10 consecutive business days. If it still qualifies under other Nasdaq standards, it may receive an additional 180-day period.
The company states it will monitor its share price and may consider options such as a reverse stock split to address the deficiency, although there is no assurance it will regain compliance or satisfy other Nasdaq listing rules.
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.