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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Unregistered Sales of Equity Securities. The information set forth under
Entry into a Material Definitive Agreement. Between May 11, 2026 and May 14, 2026, NexGel, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Buyers ”), pursuant to which the Company issued and sold to the Buyers (i) unsecured convertible promissory notes in the aggregate original principal amount of $1,210,000 (the “ Notes ”) and (ii) warrants to purchase shares of the Company’s common stock, par value $0.…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 6, 2026, Brian J. Kieser and Kevin M. Harris (collectively, the “ Board Appointees ”) were appointed to the board of directors (the “ Board ”) of NexGel, Inc. (the “ Company ”) to serve for a term expiring at the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified. The Board Appointees did n…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Financial Officer On April 27, 2026, the Board of Directors of the Company (the “ Board ”) appointed Ian Blackman, age 58, as Chief Financial Officer of NexGel, Inc. (the “ Company ”), effective April 27, 2026. Mr. Blackman succeeds Mr. Drapczuk as the Company’s principal financial officer and principal accounting officer. Mr.…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 22, 2026, NexGel, Inc. (the “ Company ”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Na…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
Unregistered Sales of Equity Securities. The information set forth under
Entry into a Material Definitive Agreement. Amendment No. 1 to Asset Purchase and Exclusive License Agreement As previously disclosed, on March 6, 2026, NexGel, Inc. (the “ Company ”) entered into an Asset Purchase and Exclusive License Agreement (the “ Original License Agreement ”) with Celularity Inc. (“ Celularity ”), pursuant to which Celularity agreed to grant to the Company an exclusive license to Celularity’s commercial-stage regenerative biomaterials portfolio and certain development-…
Completion of Acquisition or Disposition of Assets. On April 17, 2026, the Company completed the transactions contemplated by the License Agreement, pursuant to which the Company acquired an exclusive license to the Business, on the terms described under
Other Events. Press Release On March 10, 2026, the Company issued a press release announcing the transaction relating to the Business. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Excha…
Entry into a Material Definitive Agreement. On March 6, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”), entered into an Asset Purchase and Exclusive License Agreement (the “ Agreement ”) with Celularity, Inc., a Delaware corporation (the “ Licensor ”), whereby the Licensor granted to the Company an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Licensor agreed to sell to the…
This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 9, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement with a certain institutional investor (the “ Investor ”) named therein (the “ Purchase Agreement ”) providing for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original principal amount of $56,667,667 (the “ Convertible Note Facili…
Creation of a Direct Financial Obligation. The information set forth under
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. January 29, 2026, Nachum Stein notified NexGel, Inc. (the “ Company ”) of his intent to resign as a member of the Company’s Board of Directors (the “ Board ”) effective as of February 2, 2026 to lighten his schedule and give attention to other business ventures. Mr. Stein is the Chairperson of the Board’s Compensation Committee. The Company wishes…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of January 1, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”), appointed Adam E. Drapczuk III as its Interim Chief Financial Officer and designated him as principal financial officer and principal accounting officer of the Company. Mr. Drapczuk replaced Joseph F. McGuire, whose employment with the Company terminated effect…
of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Regulation FD Disclosure On December 11, 2025, NexGel, Inc. (the “ Company ”) issued a press release regarding the Company’s spin-off of a portion of its drug delivery program to NexGelRx, Inc. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information in
Results of Operations and Financial Condition On November 11, 2025, NexGel, Inc. (the “ Company ”) issued a press release reporting the Company’s results for the quarter ended September 30, 2025 , a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Results of Operations and Financial Condition On August 12, 2025, NexGel, Inc. (the “ Company ”) issued a press release reporting the Company’s results for the quarter ended June 30, 2025 , a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 31, 2025, Steven A. Ciardiello was appointed to the board of directors (the “ Board ”) of NexGel, Inc. (the “ Company ”) to serve for a term expiring at the Company’s next annual meeting of stockholders or his successor is duly elected and qualified. Mr. Ciardiello was also appointed as a member to the Audit Committee of the Board. Mr. Ciar…
Entry into a Material Definitive Agreement. Subscription Agreements On July 31, 2025, NexGel, Inc. a Delaware corporation (the “ Company ”), entered into subscription agreements (the “ Subscription Agreements ”) pursuant to which the Company agreed to sell and issue: (i) in a registered direct offering (the “ Registered Offering ”), 413,044 shares (the “ Shares ”) of common stock, $0.001 par value per share, of the Company (the “ Common Stock ”), at a per share of $2.30 and (ii) in a concurre…
Based in part upon the representations of the investors in the Subscription Agreements, the offering and sale of the Unregistered Warrants and the Warrant Shares in the Private Placement is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder. The Unregistered Warrants and the Warrant Shares have not been registered under the Securities Act or any state securities laws, and the Unregistered Warrants an…
of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), nor shall Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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