NXGL 8-K: Material agreement

NexGel

Filed with the SEC on · accession 0001493152-26-051238

NXGL filed a 8-K (current report) with the SEC on Nov 12, 2026. NexGel entered into agreements with holders of ~$14.125 million of its convertible notes to convert the notes into common stock at $5.50 per share, contingent on completing a related-party merger with Fountainhead LifeSciences.

Summary of the filing

NexGel entered into agreements with holders of ~$14.125 million of its convertible notes to convert the notes into common stock at $5.50 per share, contingent on completing a related-party merger with Fountainhead LifeSciences. The company also entered a securities purchase agreement for a private placement of common stock and warrants as part of a recapitalization.

Key details

Aggregate outstanding principal amount of convertible notes$14.9M
Principal amount of notes subject to conversion agreements$14.1M
Conversion price per share for notes$6
Conversion price per share for accrued interest$12
Reduced exercise price for existing note warrants$13
RegistrantNexGel, Inc.
Potential merger counterpartyFountainhead LifeSciences
Fountainhead affiliate, wholly owned by brian kieserSequence LifeScience, Inc.
Fountainhead affiliateNVISION Biomedical Technologies, Inc.
Interim chief executive officer and directorBrian Kieser

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Frequently asked questions

What did NXGL file with the SEC on Nov 12, 2026?

NXGL filed a 8-K (Material agreement). NexGel entered into agreements with holders of ~$14.125 million of its convertible notes to convert the notes into common stock at $5.50 per share, contingent on completing a related-party merger with Fountainhead LifeSciences. The company also entered a securities purchase agreement for a private placement of common stock and warrants as part of a recapitalization.

What does a material agreement mean for NXGL stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 8-K?

A report of a major event, filed within four business days: results, deals, leadership changes, bankruptcy and more. The "Item" number tells you the topic (e.g. 2.02 results, 5.02 executive change, 1.01 new agreement, 1.03 bankruptcy). Exhibits (99.1 press release) usually hold the details.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 8-K (current report): A report of a major event, filed within four business days: results, deals, leadership changes, bankruptcy and more.

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