Current Report Filing (8-k)
September 09 2022 - 4:32PM
Edgar (US Regulatory)
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2022-09-02
2022-09-02
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2022-09-02
2022-09-02
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2022-09-02
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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): September 2, 2022
NEXGEL,
INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
000-41173 |
|
26-4042544 |
(State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
of
incorporation) |
|
|
|
Identification
No.) |
2150
Cabot Boulevard West, Suite B
Langhorne,
Pennsylvania |
|
19067 |
(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:
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
1.02. Termination of a Material Definitive Agreement.
On
September 2, 2022, NexGel, Inc. (the “Company”) repaid in full with aggregate cash payments of $1,478,400 all
of the Company’s outstanding principal and accrued but unpaid interest under those certain 12% senior secured convertible promissory
notes issued to various accredited investors on September 2, 2021 (the “September 2 Notes”). The Company did
not incur any penalty with respect to the repayment of the September 2 Notes and the repayment extinguished the September 2 Notes in
their entirety. The Company no longer has any type of convertible promissory note currently outstanding.
A
description of the material terms of the September 2 Notes was contained in the Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission on September 8, 2021 (the “September 2 Notes Form 8-K”). As previously
reported, the Company prepaid one of the September 2 Notes in the principal amount of $300,000 on January 25, 2022. The foregoing summary
of the September 2 Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to the form of
September 2 Notes, which was filed as Exhibit 4.1 to the September 2 Notes Form 8-K and is incorporated herein by reference.
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:
September 9, 2022 |
|
|
|
|
|
|
|
|
NEXGEL,
INC. |
|
|
|
|
|
|
By: |
/s/
Adam Levy |
|
|
|
Adam
Levy |
|
|
|
Chief
Executive Officer |
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