NEXGEL, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Sales of Unregistered Securities during the six months ended June 30, 2026 Other than as previously reported on the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 21, 2026 and May 15, 2026, the Company did not sell any unregistered securities during the six months ended June 30, 2026. As reported therein, on April 17, 2026, the Company issued and sold unsecured convertible promissory notes in an aggregate original principal amount of $7,375,000 and warrants to purchase an aggregate of 6,145,833 shares of common stock, for aggregate gross proceeds of $7,375,000, and issued to Celularity Inc. an unsecured convertible promissory note in the original principal amount of $5,000,000, in each case in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. On May 11, 2026, the Company issued and sold unsecured convertible promissory notes in an aggregate original principal amount of $1,210,000 and warrants to purchase an aggregate of 1,008,334 shares of common stock, for aggregate gross proceeds of $1,210,000, in reliance on the same exemption from registration. (b) Issuer Repurchases of Securities during the six months ended June 30, 2026 The Company did not repurchase any of its securities during the six months ended June 30, 2026. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.