8-K
filed April 21, 2026, 7:59 PM ET
ticker NXGL
CIK 0001468929
M&A
confidence high
sentiment positive
materiality 1.00
NEXGEL, INC. (NXGL): M&A transaction — 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.
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 original principal amount of $5,000,000 with Celularity Inc. at 10% per annum maturing eighteen (18) months following the issuance date.
- Instrument
- convertible notes
- Principal
- original principal amount of $5,000,000
- Counterparty
- Celularity Inc.
- Rate
- 10% per annum
- Maturity
- eighteen (18) months following the issuance date
- Event
- incurrence
Exact text from the filing
a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
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.
- Instrument
- convertible notes
- Principal
- aggregate original principal amount of $6,900,000
- Counterparty
- Buyers
- Rate
- 10% per annum
- Maturity
- eighteen (18) months following the issuance date
- Event
- incurrence
Exact text from the filing
the Company issued and sold to the Buyers (i) unsecured convertible promissory notes in the aggregate original principal amount of $6,900,000
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.99
NEXGEL, INC. issued convertible note to accredited investors (the Buyers) for $6,900,000 aggregate gross proceeds.
- Security
- convertible note
- Purchaser
- accredited investors (the Buyers)
- Consideration
- $6,900,000 aggregate gross proceeds
Exact text from the filing
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 (the “ Notes ”) and (ii) warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), exercisable for an aggregate of 5,750,000 shares of Common Stock (the “ Warrants ”), in a private placement (the “ Offering ”) for aggregate gross proceeds to the Company of $6,900,000.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
NEXGEL, INC. issued convertible note to certain sales representatives of Celularity for conversion of approximately $500,000 of such assumed Sales Rep Obligations.
- Security
- convertible note
- Purchaser
- certain sales representatives of Celularity
- Consideration
- conversion of approximately $500,000 of such assumed Sales Rep Obligations
Exact text from the filing
certain sales representatives of Celularity whose obligations were assumed by the Company as part of the License Agreement agreed to convert approximately $500,000 of such assumed Sales Rep Obligations into Notes and Warrants issued on identical terms to those issued in the Offering.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
NEXGEL, INC. issued warrant to certain sales representatives of Celularity for conversion of approximately $500,000 of such assumed Sales Rep Obligations.
- Security
- warrant
- Purchaser
- certain sales representatives of Celularity
- Consideration
- conversion of approximately $500,000 of such assumed Sales Rep Obligations
Exact text from the filing
certain sales representatives of Celularity whose obligations were assumed by the Company as part of the License Agreement agreed to convert approximately $500,000 of such assumed Sales Rep Obligations into Notes and Warrants issued on identical terms to those issued in the Offering.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.99
NEXGEL, INC. issued convertible note to Celularity Inc. for original principal amount of $5,000,000.
- Security
- convertible note
- Purchaser
- Celularity Inc.
- Consideration
- original principal amount of $5,000,000
Exact text from the filing
a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.99
NEXGEL, INC. issued exercisable for an aggregate of 5,750,000 shares of Common Stock of warrant to accredited investors (the Buyers) for aggregate gross proceeds to the Company of $6,900,000.
- Security
- warrant
- Shares
- exercisable for an aggregate of 5,750,000 shares of Common Stock
- Purchaser
- accredited investors (the Buyers)
- Consideration
- aggregate gross proceeds to the Company of $6,900,000
Exact text from the filing
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 (the “ Notes ”) and (ii) warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), exercisable for an aggregate of 5,750,000 shares of Common Stock (the “ Warrants ”), in a private placement (the “ Offering ”) for aggregate gross proceeds to the Company of $6,900,000.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
NEXGEL, INC. completed an acquisition involving Celularity Inc. for $13,300,000 (closed 2026-04-17).
- Action
- acquisition
- Counterparty
- Celularity Inc.
- Consideration
- $13,300,000
- Closing
- 2026-04-17
Exact text from the 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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
NEXGEL, INC. entered into Asset Purchase and Exclusive License Agreement with Celularity Inc. (effective 2026-03-06).
- Action
- entry
- Agreement
- license
- Counterparty
- Celularity Inc.
- Effective
- 2026-03-06
Exact text from the 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 ”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
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).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- certain accredited investors
- Value
- aggregate original principal amount of $6,900,000
- Effective
- 2026-04-17
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
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).
- Action
- amendment
- Agreement
- license
- Counterparty
- Celularity Inc.
- Value
- aggregate consideration in the amount of $13,300,000
- Effective
- 2026-04-17
Exact text from the filing
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 ”).
View on SEC.gov
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