Form 8-K

8-K — NEXGEL, INC.

Accession: 0001493152-26-022503

Filed: 2026-05-12

Period: 2026-05-06

CIK: 0001468929

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

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

Item: Other Events

Item: Financial Statements and Exhibits

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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

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 ☒

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.

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.

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.

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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

Nexgel@KCSA.com

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