05/07/2026 | Press release | Distributed by Public on 05/07/2026 14:45
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (1) | 04/27/2031 | Common Stock | 160,000 | $0.65 | D | |
| $25,000 Convertible Note (right to buy) | 04/17/2026 | 10/17/2027 | Common Stock | 41,667 | $0.6 | D | |
| Warrant (right to buy) | 04/17/2026 | 04/17/2031 | Common Stock | 20,834 | $0.8 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Blackman Ian Howard C/O NEXGEL, INC. 2150 CABOT BOULEVARD, WEST, SUITE B LANGHORNE, PA 19047 |
Chief Financial Officer | |||
| /s/ Ian Howard Blackman | 05/07/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | Represents a stock option granted pursuant to the Issuer's 2019 Long-Term Incentive Plan, as amended (the "Plan"), for services as the Issuer's Chief Financial Officer. The number of shares underlying the stock option shall vest as follows: (i) 40,000 shares of common stock vest on April 27, 2027 and (ii) the remaining 120,000 shares of common stock vest equally per month on the last day of each month for thirty-six months beginning on March 31, 2027 (with 3,334 shares vesting per month and 3,310 shares vesting on month thirty-six due to rounding adjustments), subject to the Reporting Person's continuous service through each vesting date. In the event of a Change in Control (as defined in the Plan), any unvested shares underlying the stock option shall accelerate in accordance with the terms of the Plan. |