NEXGEL (NXGL) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of Celularity's Degenerative Wound segment expands into regenerative medicine, forming the BioNX Surgical division focused on advanced biomaterials for tendon repair, soft tissue reconstruction, bone regeneration, and wound care.

• Strategic partnership with Sequence LifeScience enhances manufacturing, development, and commercialization capabilities, leveraging complementary innovation strengths.

• Diversifies product portfolio with six established regenerative biomaterial products, over a decade of clinical use, reimbursement pathways, and three planned 510(k) filings over the next three years.

• Acquisition brings an experienced commercial and scientific team, expanding internal capabilities and supporting future product development.

• Leadership highlights the transformative nature of the deal and alignment with long-term growth and value creation.

Financial terms and conditions

• Financing secured through $5.5 million investment from Sequence LifeScience, structured as convertible notes at $0.60 conversion price with 50% warrant coverage at $0.80 strike price.

• $5.3 million paid at closing to Celularity; $2.9 million in back commissions to sales reps, some of which is reinvested.

• Celularity received a $5 million convertible note, half of which was transferred to Sequence to settle preexisting debt.

• Convertible note matures in 18 months with a 10% coupon.

• Deal expected to triple annual revenue to approximately $35 million and be immediately accretive to profitability.

Synergies and expected cost savings

• Integration of sales force enables commercialization of both acquired and existing products, leveraging established hospital relationships.

• Sequence LifeScience will serve as contract and backup manufacturer, assist in new product development, and expand distribution channels.

• Collaboration expected to accelerate product development, broaden commercial footprint, and support scalable product expansion.