8-K filed April 21, 2026, 7:59 PM ET ticker NXGL CIK 0001468929

M&A confidence high sentiment positive materiality 1.00

NexGel closes Celularity regenerative biomaterials acquisition; expects revenue to triple to ~$35M

NEXGEL, INC.

Acquired Celularity's regenerative biomaterials portfolio for $13.3M ($8.3M cash + $5M convertible note); closed April 17, 2026.
Raised $6.9M via convertible notes (10% interest, 18-month, $0.60 conversion) and warrants (5-year, $0.80 strike) to fund the deal.
Strategic partner Sequence LifeScience invests $5.5M; will serve as contract manufacturer and collaborate on new products.
Transaction expected to triple annual revenue to ~$35M pro-forma and be immediately accretive to profitability.
Launched BioNX Surgical division; planned 510(k) filings in 2026, 2027, 2028 for three new products.

item 1.01 item 2.01 item 2.03 item 3.02 item 8.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001493152-26-018302
form_type: 8-K
ticker: NXGL
cik: 0001468929
company_name: NEXGEL, INC.
filed_at: 2026-04-21T23:59:59+00:00
discovered_at: 2026-05-14T18:02:32.324523+00:00
generated_at: 2026-05-15T05:05:36.970640+00:00
sec_items: ["1.01", "2.01", "2.03", "3.02", "8.01", "9.01"]
event_type: m_and_a
sentiment: positive
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: high
secwatch_canonical_url: https://secwatch.observer/filing/0001493152-26-018302
json_url: https://secwatch.observer/filing/0001493152-26-018302.json
markdown_url: https://secwatch.observer/filing/0001493152-26-018302.md
text_url: https://secwatch.observer/filing/0001493152-26-018302.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/form8-k.htm
generated_by_model: deepseek-v4-flash:cloud@v2
review_status: machine_generated
human_reviewed: false
corrected: false
correction_note: null
correction_timestamp: null
superseded_by: null

JSON Markdown Plain text

Source-grounded claims

31d77a24645b1150e1fd7564b0b540a95c64d7f1

NEXGEL, INC. incurred convertible notes of original principal amount of $5,000,000 with Celularity Inc. at 10% per annum maturing eighteen (18) months following the issuance date.

a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

84330190c7c86b950bf83cb1eb76633bc35cf33f

NEXGEL, INC. incurred convertible notes of aggregate original principal amount of $6,900,000 with Buyers at 10% per annum maturing eighteen (18) months following the issuance date.

the Company issued and sold to the Buyers (i) unsecured convertible promissory notes in the aggregate original principal amount of $6,900,000

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

ad0036c2fb907d0283cc778e0ab363aea15b9ab0

NEXGEL, INC. completed an acquisition involving Celularity Inc. for $13,300,000 (closed 2026-04-17).

the grant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity aggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction Commencement Date (as defined in the License Agreement) in accordance with the flow of funds

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

63ba7fa8bdc36c1d32adabc762e3400dc0a68a18

NEXGEL, INC. entered into Asset Purchase and Exclusive License Agreement with Celularity Inc. (effective 2026-03-06).

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 ”)

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

cb76574190358a1b9eeaa8c168ce83150164c550

NEXGEL, INC. entered into Securities Purchase Agreement with certain accredited investors valued at aggregate original principal amount of $6,900,000 (effective 2026-04-17).

On April 17, 2026, 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 $6,900,000

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

e8f9376ac4a24402daf92cb39f34d0d948ee0c21

NEXGEL, INC. amended Amendment No. 1 to Asset Purchase and Exclusive License Agreement with Celularity Inc. valued at aggregate consideration in the amount of $13,300,000 (effective 2026-04-17).

On April 17, 2026, the Company and Celularity entered into Amendment No. 1 to the Original License Agreement (the “ Amendment ” and, together with the Original License Agreement, the “ License Agreement ”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.02, 9.01 same event type: m_and_a similar materiality

This filing

a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 9.01 same event type: m_and_a similar materiality

This filing

a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 2.01, 9.01 same event type: m_and_a similar materiality

This filing

the grant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity aggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction Commencement Date (as defined in the License Agreement) in accordance with the flow of funds

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

EEX

Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex

Emerald Holding, Inc. May 11, 2026, 7:59 PM ET m_and_a Items 1.01, 5.07, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

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 ”)

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

Filing page SEC filing

TWO

Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal

TWO HARBORS INVESTMENT CORP. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

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 ”)

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 2.01, 9.01 same event type: m_and_a similar materiality

This filing

the grant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity aggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction Commencement Date (as defined in the License Agreement) in accordance with the flow of funds

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 2.01, 9.01 same event type: m_and_a similar materiality

This filing

the grant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity aggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction Commencement Date (as defined in the License Agreement) in accordance with the flow of funds

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 8.01, 9.01 same event type: m_and_a

This filing

a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000

Comparable filing

up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1

Filing page SEC filing

Source: SEC EDGAR

accession 0001493152-26-018302

view filing index on sec.gov

view primary document

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.