NXGLW · NEXGEL, Inc.

NEXGEL closed a transformative acquisition of Celularity's regenerative biomaterials Business on April 17, 2026, securing exclusive rights to a commercial-stage portfolio via Amendment No. 1 to the March 6 Original License Agreement. The revised $13.3M consideration—$8.3M cash upfront plus a $5M convertible note—eliminates prior holdbacks and contingent mechanisms, providing cleaner economics while assuming Sales Rep Obligations. The first $2.5M milestone triggers on $25M Net Sales or 15 months post-closing if $15M Net Sales achieved, with remaining up to $17.5M milestones unchanged. Concurrently, a $6.9M private placement of 10% convertible notes (18-month maturity, $0.60 conversion) and warrants (5-year, $0.80 exercise for 5.75M shares) funded the deal, supplemented by converting $0.5M obligations. Notes feature full-ratchet anti-dilution, price resets at 12/18 months to 5-day VWAP average, and protections like 4.99-9.99% ownership caps and 19.99% Exchange Cap requiring stockholder approval within 60 days. Qualified Buyers ($1M+) have rights for additional tranches at 6/9 months, with principal reductions for unfunded amounts. Placement agent Alere Financial Partners facilitated the Reg D 506(b) offering to accredited investors, including affiliates. Registration rights mandate a resale S-1 filing within 75 days. This positions NEXGEL to integrate accretive assets with established reimbursement, per the April 21 press release.