NEXGEL, INC. Files 8-K: Material Definitive Agreement

TL;DR

NEXGEL signed a big deal, filing an 8-K on Aug 13th.

AI Summary

On August 8, 2024, NEXGEL, INC. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. The filing was made on August 13, 2024.

Why It Matters

This filing indicates a significant new agreement for NEXGEL, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which often carries significant implications and potential risks depending on the nature of the agreement.

Key Players & Entities

• NEXGEL, INC. (company) — Registrant
• August 8, 2024 (date) — Date of earliest event reported
• August 13, 2024 (date) — Date of report filing
• Delaware (jurisdiction) — State of incorporation
• 001-41173 (filing_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 NXGL The Nasdaq Capital Market LLC
• $5.00 — 2,000 units at a price to the public of $5.00 per unit (the " Offering "), with each
• $4.25 — of Common Stock at an exercise price of $4.25 per share (the " Warrants ") The closin
• $1.110 m — fering are expected to be approximately $1.110 million, before deducting the placement a

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex4-1.htm (EX-4.1) — 111KB
• ex10-1.htm (EX-10.1) — 28KB
• ex99-1.htm (EX-99.1) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 32KB
• 0001493152-24-031687.txt ( ) — 496KB
• nxgl-20240808.xsd (EX-101.SCH) — 4KB
• nxgl-20240808_def.xml (EX-101.DEF) — 26KB
• nxgl-20240808_lab.xml (EX-101.LAB) — 36KB
• nxgl-20240808_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 8, 2024, NexGel, Inc., a Delaware corporation (the " Company "), entered into subscription agreements (the " Subscription Agreements ") with investors and certain members of its board of directors and management for the sale of by the Company of an aggregate of 222,000 units at a price to the public of $5.00 per unit (the " Offering "), with each unit consisting of two shares of the Company's common stock, par value $0.001 per share (the " Common Stock "), and a warrant to purchase one share of Common Stock at an exercise price of $4.25 per share (the " Warrants ") The closing of the Offering is subject to customary closing conditions and is expected to occur on or about August 14, 2024 (the " Closing Date "). On or about the Closing Date, the Company expects to issue 444,000 shares of Common Stock and issue Warrants to purchase up to 222,000 shares of Common Stock per share and will expire five years after the Closing Date. The Warrants may only be exercised on a cashless basis if there is no registration of common stock underlying the Warrants to or by the holder. The holder of a Warrant is prohibited from exercising of any such warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder's election not to exceed 9.99%. Certain members of the Company's board of directors and management have agreed to purchase an aggregate of 27,000 units in the Offering.

01. Other Events

Item 8.01. Other Events On August 12, 2024, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Warrant 10.1 Form of Subscription Agreement 99.1 Press release dated August 12, 2024 104 Cover page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 13, 2024 NEXGEL, INC . By: /s/ Adam Levy Adam Levy Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR