11/13/2026 | Press release | Distributed by Public on 11/13/2026 20:58
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock (the "PIPE Warrant")(1) | $10 | 11/10/2026 | P | 4,546 | 11/10/2026 | 11/10/2031 | Common Stock | 4,546 | $ 0 (1) | 4,546 | D | ||||
| Convertible Promissory Note (before amendment)(3) | $12 | 11/10/2026 | D | 2,084 | 04/17/2026 | 10/17/2027 | Common Stock | 2,084 | (3) | 0 | D | ||||
| Convertible Promissory Note (as amended)(3)(4) | $5.5 | 11/10/2026 | A | 4,546 | 04/17/2026 | 10/17/2027 | Common Stock | 4,546 | (3) | 4,546 | D | ||||
| Warrant to Purchase Common Stock(3) | $16 | 11/10/2026 | D | 1,042 | 04/17/2026 | 04/17/2031 | Common Stock | 1,042 | (3) | 0 | D | ||||
| Existing Warrant (as amended)(3) | $13 | 11/10/2026 | A | 1,042 | 04/17/2026 | 04/17/2031 | Common Stock | 1,042 | (3) | 1,042 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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glassman steven mark C/O NEXGEL, INC. 2150 CABOT BLVD, WEST, SUITE B LANGHORNE, PA 19047 |
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| /s/ Steven Glassman | 11/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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 Reporting Person's purchase on November 10, 2026 of 4,546 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. |
| (2) | Share and underlying-share amounts reflect the 1-for-20 reverse stock split of the Issuer's common stock effective October 12, 2026. The amount beneficially owned following the reported transaction includes 7,833 shares held directly before the transaction, after giving effect to the reverse stock split. |
| (3) | On November 10, 2026, the Reporting Person entered into a Note Amendment and Conversion Agreement with the Issuer that, among other things, reduced the conversion price of his Convertible Promissory Note from $12.00 to $5.50 per share and the exercise price of his 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 original Note and Existing Warrant 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. |