{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-023851","form_type":"8-K","ticker":"NXGL","cik":"0001468929","company_name":"NEXGEL, INC.","filed_at":"2026-05-15T20:31:01+00:00","discovered_at":"2026-05-15T20:36:00.408560+00:00","generated_at":"2026-05-15T21:09:49.921561+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"NexGel closes $1.21M private placement of convertible notes and warrants","bullets":["Issued $1.21M aggregate principal amount of unsecured convertible notes at $0.60/share initial conversion price.","Issued warrants to purchase 1,008,334 shares of common stock at $0.80/share, expiring 5 years from issuance.","Proceeds to be used for working capital; Alere Financial Partners acted as placement agent.","Affiliates purchased $1.085M of the offering: director Brian Kieser $1M, CEO Adam Levy $60k, director Scott Henry $25k.","Registration rights agreement requires filing of resale registration statement within 75 days."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-023851","json":"https://secwatch.observer/filing/0001493152-26-023851.json","markdown":"https://secwatch.observer/filing/0001493152-26-023851.md","text":"https://secwatch.observer/filing/0001493152-26-023851.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226023851/0001493152-26-023851-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226023851/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T21:09:49.921561+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":"50670d74eba0e4b28f9b12437e0ad2a0d6befb1b","claim":"NEXGEL, INC. incurred convertible notes of aggregate original principal amount of $1,210,000 with certain accredited investors.","evidence_excerpt":"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 $1,210,000 (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 1,008,334","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226023851/0001493152-26-023851-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"aggregate original principal amount of $1,210,000"},{"label":"Counterparty","value":"certain accredited investors"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"d34042bddeb1e1a139b52a18884db7be20cb9b13","claim":"NEXGEL, INC. entered into Securities Purchase Agreement with certain accredited investors valued at aggregate gross proceeds to the Company of $1,210,000 (effective 2026-05-11).","evidence_excerpt":"Between May 11, 2026 and May 14, 2026, NexGel, Inc. (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 $1,210,000 (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 1,008,334 shares of Common Stock (the “ Warrants ”), in a private placement (the “ Offering ”) for aggregate gross proceeds to the Company of $1,210,000.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468929/000149315226023851/0001493152-26-023851-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"certain accredited investors"},{"label":"Value","value":"aggregate gross proceeds to the Company of $1,210,000"},{"label":"Effective","value":"2026-05-11"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}