Nexgel, Inc · NASDAQ:NXGL

Nexgel — Merger or Acquisition (September 2026)

16 slides from Nexgel's merger presentation, September 2026

  1. Slide 1: Strategic Review & Proposed Platform Reorganization

    STRATEGIC REVIEW & PROPOSED PLATFORM REORGANIZATION NexGel Shareholder Update | September 2026 (NASDAQ: NXGL)

  2. Slide 2: Important Notice and Forward-Looking Statement

    IMPORTANT NOTICE AND FORWARD-LOOKING STATEMENT This presentation is for informational and discussion purposes only. It does not constitute an offer to sell, or a solicitation of an offer to buy, any security, nor a solicitation of any vote or consent. Any securities referenced herein have not been r

  3. Slide 3: Reorganizing and Re-Energizing Before Transformation Tomorrow

    REORGANIZING AND RE-ENERGIZING BEFORE TRANSFORMATION TOMORROW  Originally founded as high-quality  NexGel Inc. acquired a diversified portfolio of  Market-facing gateway for surgeon hydrogel manufacturer with medical established regenerative biomaterial products engagement that translates clinica

  4. Slide 4: Why We Are Here

    WHY WE ARE HERE The Original Acquisition Thesis Did Not Materialize As Expected  Original expectations o Significant revenue growth o Immediate profitability o Successful BioNx commercialization o Existing reimbursement and clinical-use pathways o Expansion through additional products  What occurr

  5. Slide 5: What the Strategic Review Found

    WHAT THE STRATEGIC REVIEW FOUND WHAT WORKED WHAT DID NOT WORK  Interfyl remains a stable revenue generator.  Consumer products underperformed.  Arthrex relationship presents multiple expansion  Working capital was consumed faster than opportunities. forecast.  Manufacturing technology transfer

  6. Slide 6: The Current Structure Is Not Sustainable

    THE CURRENT STRUCTURE IS NOT SUSTAINABLE Primary Constraints  Liquidity: Additional capital is required.  Debt: The current operating business cannot support the approximately $15M debt burden.  Profitability: Standalone economics remain insufficient to support the current structure.  Fragmentat

  7. Slide 7: The Vision for What We Are Building Today

    THE VISION FOR WHAT WE ARE BUILDING TODAY Integrated Life Sciences Ecosystem  A surgeon-centric platform shaping procedural excellence. Connects innovation, training, manufacturing, and commercialization in one coordinated system.  Places the surgeon and procedure, rather than the product, at the

  8. Slide 8: What Does It Look Like When Simplified?

    WHAT DOES IT LOOK LIKE WHEN SIMPLIFIED? Fountainhead LifeSciences The Platform BioNx Surgical Engagement Cadaver Lab Experience Innovation & NVISION Sequence LockHill Manufacturing Note: Illustrative operating model; not intended to depict the final legal entity structure. Copyright © 2026. NexGel,

  9. Slide 9: Fountainhead LifeSciences: Innovation & Manufacturing

    FOUNTAINHEAD LIFESCIENCES: INNOVATION & MANUFACTURING  Engineering design  10 polymer & resin printers  Prototyping  Post-processing, milling, and machining  Intellectual property  FDA regulatory assistance  FDA regulatory  Contract manufacturing  Quality management system  Product commerc

  10. Slide 10: What Is Being Proposed?

    WHAT IS BEING PROPOSED? Proposed Reorganization  Contribute the core Fountainhead operating assets to NexGel as part of the proposed reorganization.  Raise approximately $5 million in new capital.  Recapitalize and simplify NexGel’s balance sheet.  Align ownership, management, manufacturing, and

  11. Slide 11: What Fountainhead Would Contribute

    WHAT FOUNTAINHEAD WOULD CONTRIBUTE Operating Businesses: More Than $10M Of 2026 Revenue These are operating  Sequence LifeScience tissue processing and biologics manufacturing operations. assets and capabilities, not o Existing supplier, donor-recovery, and customer relationships. o Capabilities to

  12. Slide 12: Why Consolidation Changes the Economics

    WHY CONSOLIDATION CHANGES THE ECONOMICS The Platform Economics Are Stronger Than the Standalone Economics CURRENT STRUCTURE COMBINED STRUCTURE  Manufacturing economics are  Manufacturing and commercialization realized outside NexGel economics consolidated  Commercialization costs and  Shared ope

  13. Slide 13: Illustrative Combined-Company Financial Profile: NexGel and Fountainhead

    ILLUSTRATIVE COMBINED-COMPANY FINANCIAL PROFILE: NEXGEL AND FOUNTAINHEAD  Illustrative Management Case, Unaudited  Subject to completion of the audits and preparation of SEC-compliant pro forma financial information  Our objective with the reorganization isn't simply to survive. It’s to emerge wi

  14. Slide 14: Capital Plan and Intended Uses

    CAPITAL PLAN AND INTENDED USES Approximately $5 million Of New Capital  40% to support operations and liquidity.  22% to restore commercial growth.  28% to integrate the platform and launch growth initiatives.  10% to pay transaction costs.  No proceeds are intended to fund consumer products, n

  15. Slide 15: What This Means for Existing Common Shareholders

    WHAT THIS MEANS FOR EXISTING COMMON SHAREHOLDERS A Smaller Percentage of a Potentially Stronger and Better-Capitalized Company CURRENT COMPANY ILLUSTRATIVE NEW PLATFORM  Approximately 21% ownership after full  Existing common shareholders retain approximately conversion of the existing $14.9 milli

  16. Slide 16: Process, Protections, and Next Steps

    PROCESS, PROTECTIONS, AND NEXT STEPS INDEPENDENT GOVERNANCE PROCESS NEAR-TERM PROCESS  The proposed transaction is a related-party transaction  Evaluate stakeholder support  Review, negotiation, and approval by an independent  Secure interim liquidity Special Committee  Begin audits and indepen

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