Kieser Brian Joseph 4

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.