{"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","headline":"NexGel closes Celularity regenerative biomaterials acquisition; expects revenue to triple to ~$35M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-018302","json":"https://secwatch.observer/filing/0001493152-26-018302.json","markdown":"https://secwatch.observer/filing/0001493152-26-018302.md","text":"https://secwatch.observer/filing/0001493152-26-018302.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T05:05:36.970640+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":"31d77a24645b1150e1fd7564b0b540a95c64d7f1","claim":"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.","evidence_excerpt":"a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","confidence":0.9},{"claim_id":"84330190c7c86b950bf83cb1eb76633bc35cf33f","claim":"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.","evidence_excerpt":"the Company issued and sold to the Buyers (i) unsecured convertible promissory notes in the aggregate original principal amount of $6,900,000","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","confidence":0.9},{"claim_id":"ad0036c2fb907d0283cc778e0ab363aea15b9ab0","claim":"NEXGEL, INC. completed an acquisition involving Celularity Inc. for $13,300,000 (closed 2026-04-17).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","confidence":0.9},{"claim_id":"63ba7fa8bdc36c1d32adabc762e3400dc0a68a18","claim":"NEXGEL, INC. entered into Asset Purchase and Exclusive License Agreement with Celularity Inc. (effective 2026-03-06).","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","confidence":0.9},{"claim_id":"cb76574190358a1b9eeaa8c168ce83150164c550","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","confidence":0.9},{"claim_id":"e8f9376ac4a24402daf92cb39f34d0d948ee0c21","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; 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(the “ Company ”) entered into an Asset Purchase and Exclusive License Agreement (the “ Original License Agreement ”) with Celularity Inc. (“ Celularity ”)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 1.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"on March 6, 2026, NexGel, Inc. 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(“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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the\ngrant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity\naggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction\nCommencement Date (as defined in the License Agreement) in accordance with the flow of funds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n 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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"the\ngrant of rights and the transfer of assets contemplated by the License Agreement, the Company agreed to pay or deliver to Celularity\naggregate consideration in the amount of $13,300,000, consisting of (i) an upfront cash payment of $8,300,000, paid on the Transaction\nCommencement Date (as defined in the License Agreement) in accordance with the flow of funds","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"a convertible promissory note issued by the Company to Celularity in the original principal amount of $5,000,000","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226018302/0001493152-26-018302-index.htm","comparable_excerpt":"up to $40,000,000 aggregate principal amount of the Series 2026-1 Variable Funding Senior Secured Notes, Class A-1","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}