NEXGEL, INC. 8-K

What Happened

• NexGel, Inc. announced on May 6, 2026 that Brian J. Kieser and Kevin M. Harris were appointed to its board of directors, each to serve until the next annual meeting of stockholders or until their successors are elected. The appointees received no immediate compensation for the appointments and will be eligible for director pay consistent with other non‑employee directors as set by the board.
• The filing also discloses related financing transactions: on April 17, 2026 NexGel issued unsecured convertible promissory notes to Sequence LifeScience, Inc. in the original aggregate principal amount of $5,500,000 (convertible at $0.60/share) and warrants (exercise price $0.80). On May 11, 2026 NexGel issued an unsecured convertible promissory note to Mr. Kieser in the principal amount of $1,000,000 (convertible at $0.60/share) and an associated warrant (exercise price $0.80). A press release about the board appointments was filed as Exhibit 99.1.

Key Details

• Board appointments effective May 6, 2026: Brian J. Kieser and Kevin M. Harris (terms expire at next annual meeting).
• Sequence financing (previously disclosed Apr 17, 2026): $5,500,000 convertible note convertible at $0.60 per share — up to 9,166,667 shares; warrant for up to 4,583,334 shares at $0.80.
• Kieser financing (May 11, 2026): $1,000,000 convertible note convertible at $0.60 per share — up to 1,666,667 shares; warrant for up to 833,334 shares at $0.80.
• Relationship disclosures: Mr. Kieser is CEO and indirect sole owner of Sequence (may be deemed to have an indirect material interest in the Sequence transactions) and also has a direct material interest in his individual note and warrant; Mr. Harris is COO of Sequence but holds no equity in Sequence.

Why It Matters

• These appointments add two executives closely tied to Sequence to NexGel’s board at the same time NexGel disclosed convertible financings involving Sequence and Kieser. That creates potential related‑party considerations investors should note.
• The convertible notes and warrants, if converted/exercised at the disclosed $0.60/$0.80 prices, could increase NexGel’s outstanding shares materially (up to ~10.83 million shares from convertible notes and ~5.42 million shares from warrants between Sequence and Kieser), which could dilute existing shareholders.
• Investors should monitor future filings for any conversions, exercises, additional terms, or changes to board compensation, and review the prior 8‑K (filed Apr 21, 2026) referenced for full details of the Sequence financing.