Levy Adam R. 4
4 · NEXGEL, INC. · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
NEXGEL CEO Adam R. Levy Buys Convertible Note, Receives Warrant
What Happened Adam R. Levy, CEO of NEXGEL, Inc. (NXGL), purchased a convertible promissory note on 2026-05-14 with an original principal of $60,000 that is convertible into up to 100,000 shares at $0.60/share. At the same time he was issued a warrant to purchase 50,000 shares (warrant recorded as acquired at $0.00 in the Form 4 because it was issued as part of the note purchase). These are derivative acquisitions (purchase code P) — effectively a $60,000 capital infusion that gives Levy the right to convert into common stock and an additional right to buy 50,000 shares at a later date.
Key Details
- Transaction date: 2026-05-14; Form 4 filed: 2026-05-18 (filed within the usual two-business-day window).
- Derivative items: Note convertible into up to 100,000 shares at $0.60 per share (total principal $60,000). Warrant exercisable for 50,000 shares at $0.80 per share.
- Reported entries: 100,000 shares acquired (derivative) at $0.60 (value $60,000); 50,000 shares acquired (derivative) at $0.00 (warrant issued as part of note purchase).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes: F1–F2 describe that the $60,000 Note and the 50,000-share Warrant were issued together; conversion/exercise is subject to a 4.99% beneficial-ownership cap and other contractual limits. The warrant was issued at no additional cost beyond the note purchase price.
Context
- These are derivative financings (a convertible note plus a warrant), not a straight open-market stock purchase. Converting the note would require Levy to elect conversion and remain subject to the beneficial-ownership cap; exercising the warrant would require payment of the $0.80 exercise price per share.
- For retail investors, purchases by executives can be informative, but derivative instruments and ownership caps mean the timing and size of any eventual share issuance depend on future elections and constraints, not an immediate change in outstanding common shares.
Insider Transaction Report
- Purchase
Convertible Promissory Note (the "Note")
[F1]2026-05-14$0.60/sh+100,000$60,000→ 100,000 totalExercise: $0.60From: 2026-05-14Exp: 2027-11-14→ Common Stock (100,000 underlying) - Purchase
Warrant to Purchase Common Stock (the "Warrant")
[F1][F2]2026-05-14+50,000→ 50,000 totalExercise: $0.80From: 2026-05-14Exp: 2031-05-14→ Common Stock (50,000 underlying)
Footnotes (2)
- [F1]Reflects the issuance to the Reporting Person of (i) a Convertible Promissory Note in the original principal amount of $60,000 (the "Note") and (ii) a Warrant to Purchase Common Stock for 50,000 shares of the Issuer's common stock (the "Common Stock") (the "Warrant").The Note is convertible into up to 100,000 shares of Common Stock at an initial conversion price of $0.60 per share, and the Warrant is exercisable for 50,000 shares of Common Stock at an initial exercise price of $0.80 per share. The Note is convertible, and the Warrant is exercisable, at any time at the option of the holder, subject to (i) a beneficial-ownership limitation that prevents conversion or exercise to the extent the holder, together with its affiliates, would beneficially own more than 4.99% of the outstanding shares of Common Stock after such conversion or exercise, and (ii) certain other limitations set forth in the Note and Warrant.
- [F2]The Warrant was issued to the Reporting Person in connection with, and as part of the consideration for, the Reporting Person's purchase of the Note, for no additional consideration beyond the Note purchase price.