{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-006124","form_type":"8-K","ticker":"NXGL","cik":"0001468929","company_name":"NEXGEL, INC.","filed_at":"2026-02-11T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.137182+00:00","generated_at":"2026-05-16T03:16:45.789401+00:00","sec_items":["1.01","2.03","3.02","7.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"NexGel closes $1.8M Series A convertible note; up to $14.9M more for Q1 acquisition","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-006124","json":"https://secwatch.observer/filing/0001493152-26-006124.json","markdown":"https://secwatch.observer/filing/0001493152-26-006124.md","text":"https://secwatch.observer/filing/0001493152-26-006124.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T03:16:45.789401+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"88e9a0a2b7b95e2ddd5d2b8dd2bc3a00ff4fc8a3","claim":"NEXGEL, INC. incurred convertible notes of $56,667,667 with a certain institutional investor.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","confidence":0.9},{"claim_id":"9d36b80d6fcb3588b8b4437fc9e57bc898a2cc51","claim":"NEXGEL, INC. entered into Securities Purchase Agreement with a certain institutional investor (effective 2026-02-09).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001437749-26-019166","ticker":"GVA","company_name":"GRANITE CONSTRUCTION INC","filed_at":"2026-06-02T20:17:31+00:00","headline":"Granite issues $600M 6.375% notes due 2034; redeems $273.7M convertibles, expects ~$500M derivative charge","event_type":"debt","sec_items":["1.01","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-019166","json":"https://secwatch.observer/filing/0001437749-26-019166.json","markdown":"https://secwatch.observer/filing/0001437749-26-019166.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/861459/000143774926019166/0001437749-26-019166-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/861459/000143774926019166/gva20260601_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"On June 2, 2026, Granite Construction Incorporated (the “Company”) closed its offering of $600.0 million aggregate principal amount of its 6.375% senior notes due 2034 (the “Notes”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/861459/000143774926019166/0001437749-26-019166-index.htm"}},{"accession":"0001193125-26-252668","ticker":"BTU","company_name":"PEABODY ENERGY CORP","filed_at":"2026-06-02T14:17:48+00:00","headline":"Peabody prices $250M convertible notes due 2031, repurchases $241.2M of 2028 notes","event_type":"debt","sec_items":["1.01","2.03","3.02","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 3.02, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-252668","json":"https://secwatch.observer/filing/0001193125-26-252668.json","markdown":"https://secwatch.observer/filing/0001193125-26-252668.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1064728/000119312526252668/0001193125-26-252668-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1064728/000119312526252668/d112966d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"additional $25 million in aggregate principal amount of the Notes (together with the “Initial Notes,” the “Notes”), bringing the total aggregate principal amount of the Notes to $250 million. On June 2, 2026, the Company completed the private offering of the Notes. The Notes are senior unsecured obligations of the Company. The net proceeds from this offering were","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1064728/000119312526252668/0001193125-26-252668-index.htm"}},{"accession":"0001882781-26-000041","ticker":"CBLO","company_name":"C2 Blockchain, Inc.","filed_at":"2026-06-02T14:08:44+00:00","headline":"C2 Blockchain raises $130K and up to $1.2M via convertible notes with heavy dilution","event_type":"debt","sec_items":["1.01","2.03","3.02","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 3.02, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001882781-26-000041","json":"https://secwatch.observer/filing/0001882781-26-000041.json","markdown":"https://secwatch.observer/filing/0001882781-26-000041.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1882781/000188278126000041/0001882781-26-000041-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1882781/000188278126000041/form8k6226o.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"On May 22, 2026, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”), pursuant to which the Company issued and sold a Promissory Note in the principal amount of $130,000 (the “Auctus Note”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1882781/000188278126000041/0001882781-26-000041-index.htm"}},{"accession":"0001805833-26-000030","ticker":"SST","company_name":"System1, Inc.","filed_at":"2026-06-01T13:00:19+00:00","headline":"System1 exchanges $302.6M debt for $150M term loan, $39.3M preferred stock, and cash","event_type":"debt","sec_items":["1.01","2.03","3.02","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 3.02, 7.01, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001805833-26-000030","json":"https://secwatch.observer/filing/0001805833-26-000030.json","markdown":"https://secwatch.observer/filing/0001805833-26-000030.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1805833/000180583326000030/0001805833-26-000030-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1805833/000180583326000030/sst-20260529.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"specified in the Exchange Agreement on the terms and subject to the conditions set forth therein. The consideration under the Exchange Agreement consists of (i) a new $150.0 million term loan facility held by the Participating Lenders (the “Priority Term Loans”), (ii) the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock (the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1805833/000180583326000030/0001805833-26-000030-index.htm"}},{"accession":"0001193125-26-253821","ticker":"WS","company_name":"Worthington Steel, Inc.","filed_at":"2026-06-02T21:06:49+00:00","headline":"Worthington Steel prices $700M 7.75% notes due 2033 and $700M term loan for Klöckner acquisition","event_type":"debt","sec_items":["1.01","2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-253821","json":"https://secwatch.observer/filing/0001193125-26-253821.json","markdown":"https://secwatch.observer/filing/0001193125-26-253821.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1968487/000119312526253821/0001193125-26-253821-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1968487/000119312526253821/d435492d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"On June 1, 2026, the Company issued $700,000,000 aggregate principal amount of its 7.750% Senior Secured Notes due 2033","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1968487/000119312526253821/0001193125-26-253821-index.htm"}},{"accession":"0001104659-26-069463","ticker":"FLEX","company_name":"FLEX LTD.","filed_at":"2026-06-02T20:05:59+00:00","headline":"Flex Ltd. enters $1.45B senior term loan facility; proceeds to refinance acquisition debt","event_type":"debt","sec_items":["1.01","2.03","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069463","json":"https://secwatch.observer/filing/0001104659-26-069463.json","markdown":"https://secwatch.observer/filing/0001104659-26-069463.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/866374/000110465926069463/0001104659-26-069463-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/866374/000110465926069463/tm2615696d1_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"On May 29, 2026 (the “Closing Date”), Flex Ltd. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which provides a senior term loan credit facility (the “Credit Facility”) in an aggregate amount of $1.45 billion.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/866374/000110465926069463/0001104659-26-069463-index.htm"}},{"accession":"0001493152-26-026839","ticker":"ILAL","company_name":"International Land Alliance Inc.","filed_at":"2026-06-02T18:24:31+00:00","headline":"International Land Alliance raises up to $385K via convertible note and warrant","event_type":"debt","sec_items":["1.01","2.03","3.02"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 3.02","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-026839","json":"https://secwatch.observer/filing/0001493152-26-026839.json","markdown":"https://secwatch.observer/filing/0001493152-26-026839.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1657214/000149315226026839/0001493152-26-026839-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1657214/000149315226026839/form8-k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"On May 19, 2026, International Land Alliance, Inc., a Wyoming corporation (“Company”) entered into a Securities Purchase Agreement transaction with an accredited investor (“Investor”) pursuant to which the Company issued to Investor a convertible promissory note in the aggregate principal amount up to $385,000 (“Note”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1657214/000149315226026839/0001493152-26-026839-index.htm"}},{"accession":"0001628280-26-039479","ticker":"VVX","company_name":"V2X, Inc.","filed_at":"2026-06-01T20:10:20+00:00","headline":"V2X refinances $868.5M term loans with new tranche maturing 2030; SOFR+2% margin","event_type":"debt","sec_items":["1.01","2.03","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: debt_financing, material_agreement","same SEC item: 1.01, 2.03, 9.01","same event type: debt","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-039479","json":"https://secwatch.observer/filing/0001628280-26-039479.json","markdown":"https://secwatch.observer/filing/0001628280-26-039479.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1601548/000162828026039479/0001628280-26-039479-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1601548/000162828026039479/vec-20260529.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"Agreement ”)\nproviding for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original\nprincipal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor,\nin one or more closings, of (i) series A senior secured convertible notes up to an aggregate","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226006124/0001493152-26-006124-index.htm","comparable_excerpt":"The Amendment provides for, among other things, a new tranche of term loans under the Credit Agreement in an aggregate original principal amount of $868,522,978.38 (the “New Term Loans”), which New Term Loans replace or refinance in full all of the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Amendment), as further set forth in the Amendment. The New Term Loans mature on December 6, 2030.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1601548/000162828026039479/0001628280-26-039479-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}