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.
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.