Henry Scott Robert 4

What Happened

• Henry Scott Robert, a director of NEXGEL, Inc. (NXGL), acquired a convertible promissory note with a $25,000 original principal and received a warrant to purchase 20,834 shares. The Note is convertible into up to 41,667 shares at an initial conversion price of $0.60 per share; the Warrant is exercisable for 20,834 shares at an initial exercise price of $0.80 per share. Both items were reported as purchases of derivative securities (transaction code P).

Key Details

• Transaction date: 2026-05-14; Form 4 filed: 2026-05-18.
• Consideration: $25,000 paid for the Note; the Warrant was issued as part of the Note purchase for no additional consideration (per footnote).
• Convertible shares: Note converts into up to 41,667 shares at $0.60/share.
• Warrant shares: 20,834 shares exercisable at $0.80/share.
• Ownership cap: Conversion/exercise subject to a beneficial-ownership limitation preventing the holder (with affiliates) from owning more than 4.99% of outstanding common stock after conversion/exercise, plus other contractual limits (per footnote).
• Shares owned after transaction: not specified in the filing.
• Timeliness: Transaction dated 5/14/2026; Form 4 filed 5/18/2026 (Form 4 is typically due within two business days of the transaction), so the filing occurred four days after the trade date.

Context

• This was a financing-style purchase of a convertible note with an attached warrant rather than an immediate acquisition of common stock. The note-holder may convert to common shares or exercise the warrant later (subject to the ownership cap and other limitations). Such derivative purchases indicate the insider participated in a small capital raise ($25K) rather than an outright open-market stock buy.