---
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"
generated_at: "2026-05-15T21:09:49.921561+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NexGel closes $1.21M private placement of convertible notes and warrants

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-023851
- JSON: https://secwatch.observer/filing/0001493152-26-023851.json
- Plain text: https://secwatch.observer/filing/0001493152-26-023851.txt

## Key facts
- Debt Financings
  NEXGEL, INC. incurred convertible notes of aggregate original principal amount of $1,210,000 with certain accredited investors.
  - Instrument: convertible notes
  - Principal: aggregate original principal amount of $1,210,000
  - Counterparty: certain accredited investors
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1468929/000149315226023851/0001493152-26-023851-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investors
  - Value: aggregate gross proceeds to the Company of $1,210,000
  - Effective: 2026-05-11
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1468929/000149315226023851/0001493152-26-023851-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.