Transaction Overview

On November 10, 2026, Brian Joseph Kieser, Interim CEO, Director and 10% owner of NEXGEL, INC. (NASDAQ:NXGL), acquired 133,216 shares of the company’s common stock through an indirect holding in Sequence LifeScience, Inc., an entity for which he is the indirect sole owner. The acquisition, valued at $732,688, was executed via a private placement where each unit consisted of one share of common stock and one warrant, priced at $5.50 per unit. This placement price represented a premium to the prevailing market price of $3.88, a level that had declined roughly 90% over the prior year. InvestingPro’s analysis cited a fair value of $5.41 per share, suggesting the stock was undervalued.

Kieser disclaimed beneficial ownership of the securities except to the extent of his pecuniary interest. The transaction also included a PIPE warrant exercisable at $10.00 per share, which expires on November 10, 2031, and for which no separate consideration was paid.

Amendments to Existing Derivatives

In related transactions on the same date, Kieser, both directly and through Sequence LifeScience, amended the terms of existing convertible promissory notes and warrants. The conversion price of certain convertible promissory notes was reduced from $12.00 to $5.50 per share, and the exercise price of existing warrants was adjusted from $16.00 to $13.00 per share. These amendments were reported as the disposition of the original derivative securities and the acquisition of the amended versions; the original securities remain outstanding in their amended form.

All share amounts reflect a 1‑for‑20 reverse stock split of NEXGEL’s common stock, which became effective on October 12, 2026. The note and existing warrant held directly by Mr. Kieser were issued on May 11, 2026, while those held by Sequence LifeScience, Inc. were issued on April 17, 2026. The Board of Directors approved all of these transactions on November 10, 2026.

InvestingPro highlighted that NEXGEL is rapidly burning cash and carries a significant debt burden, underscoring the material importance of this capital raise.

Shareholder Approval of Capital Structure Expansion

In a separate development, NEXGEL’s stockholders approved a key amendment to the company’s certificate of incorporation at the 2026 Special Meeting of Stockholders. The amendment increases the authorized number of common shares from 25 million to up to 150 million. The vote tally recorded 5,416,811 votes in favor, 779,208 against, and 4,024 abstentions, with no broker non‑votes. The Board now has discretion to implement the amendment within one year of shareholder approval. No further details were provided regarding the intended use of the expanded share authorization.

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