NexGel, Inc. (NASDAQ: NXGL) entered into a series of agreements on November 10, 2026, to recapitalize the company and pursue a strategic merger. The transactions include the conversion of outstanding convertible promissory notes and a private placement of common stock and warrants.
Under the agreements, holders representing approximately $14.125 million of the Company's $14.885 million in outstanding convertible notes have agreed to convert their debt into common stock. The conversion price is set at $5.50 per share. Holders also agreed to receive accrued interest through September 30, 2026, in common stock at a price of $12.00 per share. Interest accruing from October 1, 2026, is suspended if the conversion occurs.
The Company also entered into a Securities Purchase Agreement for a private placement of common stock and warrants. The financing includes a minimum commitment of $1 million, with total commitments of approximately $1.276 million secured. Of this amount, $732,000 was provided by Sequence LifeScience, wholly owned by NexGel's Interim Chief Executive Officer Brian Kieser.
Under the purchase agreement, investors receive shares of common stock at $5.50 per share, along with warrants to purchase an equal number of shares at $10.00 per share. The Company engaged Alere Financial Partners as a placement agent, agreeing to pay an 8.0% cash fee and issue warrants on gross proceeds from investors introduced by the agent.
The recapitalization is intended to support a strategic merger with Fountainhead LifeSciences and its affiliates, including Sequence and NVISION Biomedical Technologies. If the merger is not completed by March 31, 2027, the conversion agreements terminate, and the notes will remain outstanding. Additionally, shares purchased in the new capital financing would be exchanged for unsecured convertible promissory notes.
