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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 6, 2026

 

NEXGEL, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-41173   26-4042544
(State or other jurisdiction  

(Commission

File Number)

   (IRS Employer
of incorporation)       Identification No.)

 

2150 Cabot Boulevard West, Suite B

Langhorne, Pennsylvania

   19047
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (215) 702-8550

 

(Former name or former address, if changed since last report)

Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   NXGL   The Nasdaq Capital Market LLC
Warrants to Purchase Common Stock   NXGLW   The Nasdaq Capital Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 6, 2026, Brian J. Kieser and Kevin M. Harris (collectively, the “Board Appointees”) were appointed to the board of directors (the “Board”) of NexGel, Inc. (the “Company”) to serve for a term expiring at the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified.

 

The Board Appointees did not receive any compensation in connection with their respective appointments to the Board. Each of Mr. Kieser and Mr. Harris will be entitled to receive compensation for service on the Board consistent with the compensation paid by the Company to its other non-employee directors, as may be determined from time to time by the Board.

 

As previously disclosed in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2026 (the “Prior 8-K”), on April 17, 2026, in connection with the financing for, and the transactions relating to, the Company’s acquisition of certain assets and licenses from Celularity Inc., the Company entered into certain Securities Purchase Agreements Sequence LifeScience, Inc. (“Sequence”) pursuant to which Sequence was issued an unsecured convertible promissory notes in the original aggregated principal amount of $5,500,000, convertible at an initial conversion price of $0.60 per share into up to an aggregate 9,166,667 shares of the Company’s common stock, and a warrant exercisable for up to an aggregate 4,583,334 shares of the Company’s common stock at an initial exercise price of $0.80 per share. A description of the foregoing transaction is set forth in the Prior 8-K and is incorporated herein by reference.

 

In addition, on May 11, 2026, the Company entered into a Securities Purchase Agreement with Mr. Kieser, pursuant to which Mr. Kieser was issued an unsecured convertible promissory note in the original principal amount of $1,000,000, convertible at an initial conversion price of $0.60 per share into up to 1,666,667 shares of the Company’s common stock, and a warrant exercisable for up to 833,334 shares of the Company’s common stock at an initial exercise price of $0.80 per share, on substantially the same terms as the previously-issued notes and warrants described in the Prior 8-K.

 

Mr. Kieser serves as the Chief Executive Officer, and is the indirect sole owner, of Sequence, and accordingly may be deemed to have an indirect material interest in the foregoing transaction with Sequence for purposes of Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Mr. Kieser also has a direct material interest in the convertible promissory note and warrant issued to him in his individual capacity on May 11, 2026. Mr. Harris serves as the Chief Operating Officer of Sequence but does not have any equity ownership interest in Sequence or its parent.

 

Other than as disclosed above, there are no transactions between the Company and Mr. Kieser or Mr. Harris, or any of their respective immediate family members, requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 8.01 Other Events.

 

On May 6, 2026, the Company issued a press release regarding the appointment of Mr. Kieser and Mr. Harris to the Board. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
No.   Description
     
99.1   Press release of NexGel, Inc. issued May 6, 2026.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

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: May 12, 2026    
       
    NEXGEL, INC.
       
    By: /s/ Adam Levy
      Adam Levy
      Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

NEXGEL Appoints Brian Kieser and Kevin Harris from New Strategic Partner, Sequence LifeScience™, to Board of Directors

 

Sequence LifeScienceTM Led Financing to Close on Acquisition of Celularity with Strategic Investment of $5.5 Million

 

LANGHORNE, Pa. – May 6, 2026 — NEXGEL, Inc. (“NEXGEL” or the “Company”) (NASDAQ: “NXGL”), a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications, today announced the appointment of Brian J. Kieser, CPA, and Kevin Harris, CFA, to the Board of Directors. Mr. Kieser is currently the CEO and Mr. Harris is the COO of Sequence LifeScienceTM, which recently led the financing to close on the acquisition of Celularity Inc.’s degenerative disease segment with a $5.5 million strategic investment.

 

Adam Levy, Chief Executive Officer of NEXGEL, stated, “Sequence LifeScienceTM has been a great partner in leading our financing round and supporting the closing of our milestone transaction. This marks a transformative moment for NEXGEL and on behalf of the rest of the board and senior management at the Company we welcome Brian and Kevin to our Board of Directors. We could not ask for better strategic partners. Brian and Kevin bring industry experience, product innovation, and a strong distribution system to help us grow and expand the potential of our new acquisition.”

 

“Kevin and I are honored to serve on NEXGEL’s Board of Directors at such an exciting time for the Company,” said Brian Kieser, CEO of Sequence LifeScienceTM. “We look forward to working closely with the leadership team to strengthen the partnership between our organizations, build on our shared vision, and support NEXGEL’s continued growth and innovation.”

 

About Brian J. Kieser, CPA

 

Brian J. Kieser the Founder and Chief Executive Officer of Fountainhead Biomedical Holdings, a San Antonio–based venture platform designed to create, scale, and commercialize next-generation medical technologies.

 

Through Fountainhead Biomedical Holdings, Mr. Kieser has assembled a vertically integrated ecosystem of companies focused on orthopedic medical devices, regenerative biologics, and advanced biomedical manufacturing. The platform includes Nvision Biomedical Technologies, Sequence LifeScience, and Lockhill Advanced Manufacturing Technologies—each purpose-built to solve critical challenges in surgery, tissue healing, and medical device production.

 

Prior to Fountainhead, Mr. Kieser held several financial and accounting leadership roles in industries including wholesale distribution, military government contracting, and healthcare, His work centers on developing vertically integrated innovation platforms that accelerate the path from concept to clinical adoption—reshaping how medical devices are designed, manufactured, and delivered to the physicians who depend on them.

 

Mr. Kieser holds 14 issued patents covering structural encoding technologies and methods used to uniquely identify implanted medical devices, advancing traceability, device intelligence, and safety within the medical device industry.

 

Mr. Kieser earned his BBA in Accounting from the University of Texas at El Paso and is a CPA licensed to practice in Texas.

 

 

 

 

About Kevin Harris, CFA

 

Kevin Harris is Chief Operating Officer of Fountainhead Biomedical Holdings, Inc., the parent company of Sequence Life Science, Inc., NVISION Biomedical Technologies, Inc., and Cadaver Lab SA, LLC. He is responsible for aligning strategic vision with operational execution to support growth, efficiency, and long-term organizational impact across Fountainhead’s portfolio.

 

Kevin brings more than 25 years of experience spanning asset management, capital markets, and private enterprise leadership. Over the course of his career, he has overseen more than $2 billion in assets for ultra-high-net-worth families and complex organizations.

 

Prior to joining Fountainhead, Kevin served as Partner and Chief Investment Officer of O’Reilly Development Company, LLC, where he led investment strategy for the O’Reilly Family Office, and also oversaw asset management and capital structuring efforts for a diversified commercial real estate portfolio valued at more than $500 million. Earlier, he was President and Chief Investment Officer of Texas Partners Bank’s Wealth Management Group, where he drove asset-under-management growth exceeding 40 percent annually during his tenure.

 

Kevin was also a co-founder of one of the 50 largest independent Registered Investment Advisory firms in the United States, providing investment and financial advisory services to multigenerational families with complex planning needs. Earlier in his career, he spent nearly a decade as Chief Investment Officer of the Wealth Management Division at Frost Bank, where he was an early adopter of private and alternative investments for private clients.

 

Kevin is a Chartered Financial Analyst (CFA) and holds a bachelor’s degree in accounting from The University of Texas at San Antonio. He was recognized as one of San Antonio’s “40 Under 40” business leaders and has been named a Five Star Wealth Manager. Kevin resides in San Antonio with his wife, Marisa, and their three children.

 

About NEXGEL, Inc.

 

NEXGEL is a leading provider of healthcare, beauty, and over-the-counter (OTC) products including ultra-gentle, high-water-content hydrogel products for healthcare and consumer applications. Based in Langhorne, Pa., the Company has developed and manufactured electron-beam, cross-linked hydrogels for over two decades. NEXGEL brands include SilverSeal®, Hexagels®, Turfguard®, Kenkoderm® and Silly George®. Additionally, NEXGEL has strategic contract manufacturing relationships with leading consumer healthcare companies.

 

About Sequence Life Sciences

 

Sequence™ is a global life sciences company advancing healing through the ethical manufacturing and distribution of high-quality human tissue products. Our brand is built on decades of combined expertise in tissue banking, regenerative biologics, orthopedic innovation, and quality systems. Every product we manufacture reflects our commitment to the donors who made it possible and the patients who depend on it. www.sequencelifesci.com

 

Forward-Looking Statement

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “potential,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs, such as “will,” “should,” “lends,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts.. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements for many reasons. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including but not limited to the discussion under “Risk Factors” therein, which the Company filed with the SEC and which may be viewed at http://www.sec.gov/.

 

Investor Contacts:

 

Valter Pinto, Managing Director

KCSA Strategic Communications

212.896.1254

[email protected]