NXGLW · NEXGEL, Inc.

NexGel, Inc. executed a Securities Purchase Agreement between May 11-14, 2026, with accredited investors for a private placement yielding $1,210,000 in gross proceeds. The transaction involves unsecured convertible promissory notes carrying 10% annual interest, payable quarterly in cash or shares, with a maturity of 18 months from issuance. Conversion into common stock occurs at an initial $0.60 per share, subject to adjustments including a 12-month VWAP-based reset and beneficial ownership limits of 4.99%. Accompanying warrants allow purchase of 1,008,334 shares at $0.80 each, valid for five years, also with ownership caps and cashless exercise provisions. Notably, affiliates dominated the investment: Director Brian J. Kieser contributed $1,000,000, CEO Adam Levy $60,000, and Director Scott Henry $25,000, signaling strong insider confidence amid funding needs. The offering omits prior additional purchase rights and escrow mechanics referenced in the April 2026 8-K. Proceeds fund working capital, addressing liquidity without dilutive equity issuance upfront. A Registration Rights Agreement mandates a resale S-1 filing within 75 days and effectiveness within 150 days, facilitating liquidity for investors. Sold under Section 4(a)(2) and Rule 506(b), securities bear restrictive legends. Alere Financial Partners served as placement agent on prior terms. This financing bolsters near-term operations while introducing potential future dilution risks tied to conversion and exercise, balanced by insider participation and structured protections.