NEXGEL, INC. 8-K

What Happened

• NexGel, Inc. announced it completed on April 17, 2026 the transactions under an amended Asset Purchase and Exclusive License Agreement with Celularity Inc., acquiring an exclusive license to Celularity’s regenerative biomaterials portfolio and related assets. Under Amendment No. 1 the aggregate consideration to Celularity is $13,300,000: $8,300,000 paid in cash upfront and a $5,000,000 convertible promissory note issued to Celularity.
• Simultaneously, NexGel closed a private placement under a Securities Purchase Agreement for aggregate gross proceeds of $6,900,000 by issuing unsecured convertible promissory notes (the “Notes”) and warrants for 5,750,000 shares. The Company has commitments to raise up to an additional $475,000 and certain assumed sales‑rep obligations (~$500,000) were converted into Notes and Warrants on identical terms.

Key Details

• Total consideration to Celularity: $13.3M (cash $8.3M + Celularity Note $5.0M). Celularity Note terms mirror investor Notes (10% interest, 18‑month maturity, $0.60 initial conversion price).
• Offering proceeds: $6.9M in Notes (interest 10% p.a., payable quarterly; default/penalty interest up to 18% cap) and Warrants exercisable for 5,750,000 shares at $0.80 per share, 5‑year term; buyers may exercise anti‑dilution and other customary protections.
• Conversion/ownership limits: Notes convert at $0.60/share (subject to full‑ratchet anti‑dilution and automatic price resets at 12 months and maturity based on 5‑day VWAP). Individual holders limited to ~4.99% beneficial ownership; aggregate conversions/exercises capped at 19.99% of outstanding common stock unless the company gets stockholder approval (NexGel will seek approval within 60 days).
• License milestones: First $2.5M milestone now payable at earlier of $25M Net Sales or 15 months after Transaction Commencement Date (provided at least $15M Net Sales by then). Remaining milestones up to $17.5M unchanged. Product purchase credit and holdback provisions were removed.

Why It Matters

• The deal gives NexGel exclusive rights to a commercial‑stage regenerative biomaterials portfolio, potentially expanding its product offerings and revenue opportunities. The company funded the upfront cash payment in part through the private placement, providing immediate working capital.
• Investors should note the financing is largely convertible debt plus warrants, which can dilute existing shareholders if converted/exercised (conversion price $0.60, warrants $0.80) and is subject to ownership and aggregate caps unless shareholder approval is obtained. The company has registration and stockholder‑approval timelines tied to potential dilution and resale mechanics.