Kieser Brian Joseph 4

4 · NEXGEL, INC. · Filed May 18, 2026

AI-generated summary of this filing

Updated May 19, 2026

NEXGEL Director Brian Kieser Buys Convertible Note, Warrant

What Happened

Kieser Brian Joseph (Director of NEXGEL, ticker: NXGL) acquired a convertible promissory note and an accompanying warrant on 2026-05-11. The filing shows a derivative purchase of 1,666,667 shares at $0.60 ($1,000,000) and 833,334 shares at $0.00 ($0) reflecting the warrant issuance. This was an acquisition of derivative securities (purchase), not an outright purchase of common stock.

Key Details

Transaction date: 2026-05-11; Form 4 filed: 2026-05-18 (filed 7 days after the transaction; typical Section 16 reporting window is 2 business days).
Note: Convertible Promissory Note for $1,000,000; convertible into up to 1,666,667 shares at an initial conversion price of $0.60 per share.
Warrant: Issued for 833,334 shares, exercisable at an initial exercise price of $0.80 per share; the warrant was issued as part of the consideration for the Note for no additional cash payment.
Beneficial-ownership cap: Conversion/exercise is subject to a 4.99% beneficial-ownership limitation and other contractual limits in the Note and Warrant.
Shares owned after the transaction: not specified in the provided filing.

Context

These are derivative instruments (a convertible note and a warrant). They do not immediately increase common shares outstanding unless and until the holder converts the note or exercises the warrant.
Conversion/exercise is at the holder’s option (subject to the 4.99% cap and other limitations). Watch for future Form 4s if Kieser converts the note or exercises the warrant, which would report actual share issuance.

Form 4

Period: 2026-05-11

Director

Transactions

Purchase
Convertible Promissory Note (the "Note")
[F1]
2026-05-11$0.60/sh+1,666,667$1,000,000→ 1,666,667 total
Exercise: $0.60From: 2026-05-11Exp: 2027-11-11→ Common Stock (1,666,667 underlying)
Purchase
Warrant to Purchase Common Stock (the "Warrant")
[F1][F2]
2026-05-11+833,334→ 833,334 total
Exercise: $0.80From: 2026-05-11Exp: 2031-05-11→ Common Stock (833,334 underlying)

Footnotes (2)

[F1]Reflects the issuance to the Reporting Person of (i) a Convertible Promissory Note in the original principal amount of $1,000,000 (the "Note") and (ii) a Warrant to Purchase Common Stock for 833,334 shares of the Issuer's common stock (the "Common Stock") (the "Warrant"). The Note is convertible into up to 1,666,667 shares of Common Stock at an initial conversion price of $0.60 per share, and the Warrant is exercisable for 833,334 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.

Signature

/s/ Brian J. Kieser|2026-05-18

1 file