Results

Nexgel Inc.

11/13/2026 | Press release | Distributed by Public on 11/13/2026 20:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Kieser Brian Joseph
2. Issuer Name and Ticker or Trading Symbol
NEXGEL, INC. [NXGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CEO
(Last) (First) (Middle)
C/O NEXGEL, INC. 2150 CABOT BLVD, WEST,, SUITE B
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2026
(Street)
LANGHORNE, PA 19047
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/10/2026 P 133,216 A $5.5(1) 133,216(2) I By Sequence LifeScience, Inc.(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock (the "PIPE Warrant")(1)(5) $10 11/10/2026 P 133,216 11/10/2026 11/10/2031 Common Stock 133,216 $ 0 (1) 133,216 I By Sequence LifeScience, Inc.(5)
Convertible Promissory Note (before amendment)(3) $12 11/10/2026 D 83,334 05/11/2026 11/11/2027 Common Stock 83,334 (3) 0 D
Convertible Promissory Note (as amended)(3)(4) $5.5 11/10/2026 A 181,819 05/11/2026 11/11/2027 Common Stock 181,819 (3) 181,819 D
Warrant to Purchase Common Stock $16 11/10/2026 D 41,667 05/11/2026 05/11/2031 Common Stock 41,667 (3) 0 D
Existing Warrant (as amended)(3) $13 11/10/2026 A 41,667 05/11/2026 05/11/2031 Common Stock 41,667 (3) 41,667 D
Convertible Promissory Note (before amendment)(3)(5) $12 11/10/2026 D 458,334 04/17/2026 10/17/2027 Common Stock 458,334 (3) 0 I By Sequence LifeScience, Inc.(5)
Convertible Promissory Note (as amended)(3)(4)(5) $5.5 11/10/2026 A 1,000,000 04/17/2026 10/17/2027 Common Stock 1,000,000 (3) 1,000,000 I By Sequence LifeScience, Inc.(5)
Existing Warrant (before amendment)(3)(5) $16 11/10/2026 D 229,167 04/17/2026 04/17/2031 Common Stock 229,167 (3) 0 I By Sequence LifeScience, Inc.(5)
Existing Warrant (as amended)(3)(5) $13 11/10/2026 A 229,167 04/17/2026 04/17/2031 Common Stock 229,167 (3) 229,167 I By Sequence LifeScience, Inc.(5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kieser Brian Joseph
C/O NEXGEL, INC. 2150 CABOT BLVD, WEST,
SUITE B
LANGHORNE, PA 19047
X X Interim CEO

Signatures

/s/ Brian Joseph Kieser 11/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the purchase by Sequence LifeScience, Inc. ("Sequence") on November 10, 2026 of 133,216 units from the Issuer, each unit consisting of one share of Common Stock and a warrant to purchase one share of Common Stock (the "PIPE Warrant"), at $5.50 per unit, in a private placement under a Securities Purchase Agreement. No separate consideration was paid for the PIPE Warrant. The closing occurred on November 10, 2026. The PIPE Warrant has an original issue date of November 10, 2026, is exercisable for cash at $10.00 per share, and expires on the fifth anniversary of its original issue date. The Issuer has waived the beneficial-ownership limitation that would otherwise apply to these securities.
(2) Share and underlying-share amounts reflect the 1-for-20 reverse stock split of the Issuer's common stock effective October 12, 2026.
(3) On November 10, 2026, the Reporting Person and Sequence entered into Note Amendment and Conversion Agreements with the Issuer that, among other things, reduced the conversion price of each Convertible Promissory Note from $12.00 to $5.50 per share and the exercise price of each Existing Warrant from $16.00 to $13.00 per share. The amendments are reported as the disposition of the original derivative security and the acquisition of the amended derivative security. The original securities are treated as disposed of solely for purposes of this Form 4 reporting; they were amended and remain outstanding as amended. The transactions were approved in advance by the Issuer's Board of Directors on November 10, 2026 for purposes of Rule 16b-3(d) and (e). Share amounts reflect the 1-for-20 reverse stock split effective October 12, 2026. The Note and Existing Warrant held directly were issued on May 11, 2026, and those held by Sequence were issued on April 17, 2026.
(4) The conversion price is subject to reset on the first anniversary of issuance and at maturity. The Note converts at the Issuer's closing of the contemplated merger or earlier at the holder's election, subject to the Exchange Cap.
(5) The securities are held of record by Sequence. The Reporting Person is the indirect sole owner of Sequence and may be deemed to have voting and investment power over the securities held by Sequence. The Reporting Person disclaims beneficial ownership of the securities held by Sequence except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Nexgel Inc. published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 14, 2026 at 02:59 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]