secwatch / observer

NEXGEL, INC. — fact timeline

Source-grounded facts extracted from NEXGEL, INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

NXGL NEXGEL, INC. JSON
Debt Financings

NEXGEL, INC. incurred convertible notes of aggregate original principal amount of $1,210,000 with certain accredited investors.

“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”

Kevin M. Harris was appointed as Director at NEXGEL, INC..

“On May 6, 2026, Brian J. Kieser and Kevin M. Harris (collectively, the “ Board Appointees ”) were appointed to the board of directors”

Brian J. Kieser was appointed as Director at NEXGEL, INC..

“On May 6, 2026, Brian J. Kieser and Kevin M. Harris (collectively, the “ Board Appointees ”) were appointed to the board of directors”

Adam Drapczuk resigned as Chief Financial Officer at NEXGEL, INC..

“Mr. Blackman succeeds Mr. Drapczuk as the Company’s principal financial officer and principal accounting officer.”

Ian Blackman was appointed as Chief Financial Officer at NEXGEL, INC..

“the Board of Directors of the Company (the “ Board ”) appointed Ian Blackman, age 58, as Chief Financial Officer of NexGel, Inc. (the “ Company ”), effective April 27, 2026.”
Listing & Compliance Notices

NEXGEL, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“April 22, 2026, NexGel, Inc. (the “ Company ”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “ Staff ”) of The Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that, for th”
Debt Financings

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”
Debt Financings

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”
Material Agreements

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”
Material Agreements

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 ”).”
Material Agreements

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 ”)”
M&A Transactions

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”
Material Agreements

NEXGEL, INC. entered into Agreement with Celularity, Inc. valued at up to $35.0 million in cash, subject to certain adjustments, which will include (i) a $15.0 million (effective 2026-03-06).

“On March 6, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”), entered into an Asset Purchase and Exclusive License Agreement (the “ Agreement ”) with Celularity, Inc., a Delaware corporation (the “ Licensor ”), whereby the Licensor granted to the Company an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Licensor agreed to sell to the Company assets related to the portfolio (collectively, the “ Business ”). Consideration for the Business will consist of up to $35.0 million in cash, subject to certain adjustments, which will include (i) a $15.0 million upfront payment and (ii) an additional $20.0 million in potential milestone payments based on net sales targets related to the Business.”
Debt Financings

NEXGEL, INC. incurred convertible notes of $56,667,667 with a certain institutional investor.

“Agreement ”) providing for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility in up to the aggregate original principal amount of $56,667,667 (the “ Convertible Note Facility ”), providing for the purchase by the Investor, in one or more closings, of (i) series A senior secured convertible notes up to an aggregate”
Material Agreements

NEXGEL, INC. entered into Securities Purchase Agreement with a certain institutional investor (effective 2026-02-09).

“On February 9, 2026, NexGel, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement with a certain institutional investor (the “ Investor ”) named therein (the “ Purchase Agreement ”) providing for the purchase by the Investor of a 10% original issue discount (OID) convertible note facility”

Joseph F. McGuire was appointed as Chief Financial Officer at NEXGEL, INC..

“Joseph F. McGuire Appointment as Chief Financial Officer”
Earnings Releases

NEXGEL, INC. reported the quarter ended March 31, 2024 results: revenue $1.27 million, net income $905,000.

“as shall be expressly set forth by specific reference in such a filing. --- EX-99.1 () --- EX-99.1 2 ex99-1.htm Exhibit 99.1 NEXGEL Reports First Quarter 2024 Revenue of $1.27 Million, an Increase of 104% Year-Over-Year LANGHORNE, Pa. – May 13, 2024 – NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of ultra-gentle,”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.