NEXGEL, INC. (NXGL): debt financing — NexGel closes $1.8M Series A convertible note; up to $14.9M more for Q1 acquisition

NEXGEL, INC.

Initial Series A convertible note raised $1,797,381 gross proceeds, bearing 10% interest (18% on default), convertible at $1.244/share with floor $0.2488.
Proceeds reserved for an approved acquisition; if acquisition closes by April 15, 2026, investor must buy Series B notes up to $14,869,286.
Series B issuance conditioned on shareholder approval: redomestication to Nevada, reverse split up to 250:1, authorized shares increase to 250M from 25M.
Convertible notes are senior secured on all company assets; proceeds returned to investor if acquisition not consummated.
Palladium Capital Group acted as placement agent with 7% cash fee and warrants for 7% of shares sold in the offering.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NEXGEL, INC. incurred convertible notes of $56,667,667 with a certain institutional investor.

Instrument: convertible notes
Principal: $56,667,667
Counterparty: a certain institutional investor
Event: incurrence

Exact text from the filing

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 Facility ”), providing for the purchase by the Investor, in one or more closings, of (i) series A senior secured convertible notes up to an aggregate

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

NEXGEL, INC. entered into Securities Purchase Agreement with a certain institutional investor (effective 2026-02-09).

Action: entry
Agreement: equity purchase
Counterparty: a certain institutional investor
Effective: 2026-02-09

Exact text from the filing

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

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NEXGEL, INC. filing history →

Source: SEC EDGAR

accession 0001493152-26-006124

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