Levy Adam R. 4

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.