SEC Form 424B5 filed by Sol-Gel Technologies Ltd.

---

ABOUT THIS PROSPECTUS SUPPLEMENT	S-ii
INDUSTRY AND MARKET DATA	S-iii
PROSPECTUS SUPPLEMENT SUMMARY	S-1
THE OFFERING	S-6
RISK FACTORS	S-7
FORWARD-LOOKING STATEMENTS	S-9
USE OF PROCEEDS	S-11
CAPITALIZATION	S-12
DILUTION	S-13
MATERIAL TAX CONSIDERATIONS	S-14
UNDERWRITING	S-28
LEGAL MATTERS	S-36
EXPERTS	S-37
EXPENSES	S-38
WHERE YOU CAN FIND MORE INFORMATION	S-39
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	S-40
ENFORCEABILITY OF CIVIL LIABILITIES	S-41

ABOUT THIS PROSPECTUS	1
ABOUT THE COMPANY	2
RISK FACTORS	3
OFFER STATISTICS AND EXPECTED TIMETABLE	3
FORWARD-LOOKING STATEMENTS	3
CAPITALIZATION	5
OFFER AND LISTING DETAILS	5
USE OF PROCEEDS	5
DESCRIPTION OF ORDINARY SHARES	5
DESCRIPTION OF WARRANTS	5
DESCRIPTION OF SUBSCRIPTION RIGHTS	6
DESCRIPTION OF UNITS	7
PLAN OF DISTRIBUTION	7
LEGAL MATTERS	10
EXPERTS	10
WHERE YOU CAN FIND MORE INFORMATION	10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	11
ENFORCEABILITY OF CIVIL LIABILITIES	11

•

the adequacy of our financial and other resources, particularly in light of our history of recurring losses and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives;

•

the benefits of and projections of our future financial performance as a result of our development of our product candidates;

•

our ability to enroll patients in our clinical trials and the possibility that patients would discontinue their participation in our clinical trials;

•

our ability to complete the development of our product candidates;

•

our ability to obtain the benefits associated with orphan drug designation, such as orphan drug exclusivity and, even if we do, that exclusivity may not prevent the FDA or other comparable foreign regulatory authorities from approving competing products;

•

the timing and results of clinical trials that we may conduct or that our competitors and others may conduct relating to our or their product candidates;

•

our dependence on the success of Beimei, Searchlight and our other licensees in commercializing our approved products in China, Canada and in other licensed territories, respectively;

•

our and our licensees ability to obtain and maintain the regulatory approval of Twyneo and Epsolay in various territories;

•

our ability to obtain and maintain regulatory approvals for our product candidates in our target markets and the possibility of adverse regulatory or legal actions relating to our product candidates even if regulatory approval is obtained;

•

our ability to find suitable co-development, contract manufacturing and marketing partners to our products and product candidates;

•

our ability to commercialize and launch our product candidates;

•

our ability to obtain and maintain adequate protection of our intellectual property;

•

our ability to manufacture our product candidates in commercial quantities, at an adequate quality or at an acceptable cost;

•

acceptance of our products and product candidates by healthcare professionals and patients;

•

the possibility that we may face third-party claims of intellectual property infringement;

•

intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do;

•

potential product liability claims;

•

potential adverse federal, state and local government regulation in the United States, Europe, China or Israel;

•

the impact of political, economic and military conditions in Israel including the impact of ongoing conflicts and regional instability;

•

our failure to maintain compliance with the Nasdaq Listing Rules;

•

the impact of the current global macroeconomic climate on our ability to source supplies for our operations or our ability or capacity to manufacture, sell and support the use of SGT-610, Twyneo, Epsolay and our product candidates;

•

the development of the Phase 3 program of SGT-610 in Gorlin syndrome and its expected improved safety profile compared to oral hedgehog inhibitors and its potential future opportunity in high-frequency BCC;

•

loss or retirement of key executives and research scientists;

•

our expected timing and closing of this offering;

•

our receipt of the proceeds from this offering; and

•

our expected use of proceeds from this offering.

•

on an actual basis; and

•

on an as adjusted basis to reflect the sale of 459,112 ordinary shares in this offering at a public offering price of $72.00 per ordinary share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering.

•

19,858 ordinary shares issuable upon the exercise of options to purchase ordinary shares outstanding under our 2014 Plan and under our 2024 Plan, at a weighted average exercise price of $76.98 per ordinary share;

•

an additional 117,331 ordinary shares available for future issuance under our 2024 Plan;

•

256,000 ordinary shares issuable upon exercise of warrants issued to Armistice Capital pursuant to a securities purchase agreement dated January 2023, at an exercise price of $58.50 per ordinary share; and

•

200,000 ordinary shares issuable upon exercise of warrants issued to M. Arkin Dermatology Ltd. pursuant to a subscription agreement dated January 2023, at an exercise price of $58.50 per ordinary share.

•

19,858 ordinary shares issuable upon the exercise of options to purchase ordinary shares outstanding under our 2014 Plan and under our 2024 Plan, at a weighted average exercise price of $76.98 per ordinary share;

•

an additional 117,331 ordinary shares available for future issuance under our 2024 Plan;

•

256,000 ordinary shares issuable upon exercise of warrants issued to Armistice Capital pursuant to a securities purchase agreement dated January 2023, at an exercise price of $58.50 per ordinary share; and

•

200,000 ordinary shares issuable upon exercise of warrants issued to M. Arkin Dermatology Ltd. pursuant to a subscription agreement dated January 2023, at an exercise price of $58.50 per ordinary share.

•

amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, commencing on the year in which they were first used;

•

under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and

•

expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.

•

the research and expenditures are approved by the relevant Israeli government ministry, determined by the field of research;;

•

the research and development must be for the promotion of the company; and

•

the research and development are carried out by or on behalf of the company seeking such tax deduction.

Tax Year			Development Region “A”				Other Areas within Israel
2011 - 2012				10	%			15	%
2013				7	%			12.5	%
2014 - 2016				9	%			16	%
2017 and thereafter				7.5	%			16	%

•

banks;

•

certain financial institutions;

•

insurance companies;

•

regulated investment companies;

•

real estate investment trusts;

•

broker-dealers;

•

traders in securities that elect to mark to market;

•

U.S. expatriates;

•

grantor trusts;

•

tax-exempt entities;

•

persons holding our ordinary shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction;

•

persons that actually or constructively own 10% or more of our share capital (by vote or value);

•

persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;

•

persons who acquired our ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to our ordinary shares being taken into account in an applicable financial statement; or

•

pass-through entities, or persons holding our ordinary shares through pass-through entities.

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust that (i) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

•

at least 75% of its gross income for such year is passive income (such as interest income); or

•

at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to cash or other assets that produce passive income or are held for the production of passive income.

•

the excess distribution or gain will be allocated ratably over your holding period;

•

the amount allocated to the current taxable year, and any taxable years in your holding period prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and

•

the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Underwriter		Number of Shares
TD Securities (USA) LLC			307,606
LifeSci Capital LLC			151,506
Total			459,112

		Per Share				Total
Public offering price		$	72.00			$	33,056,064.00
Underwriting discounts and commissions		$	4.32			$	1,983,363.84
Proceeds, before expenses, to Company		$	67.68			$	31,072,700.16

•

Stabilizing transactions permit bids to purchase ordinary shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the ordinary shares while the offering is in progress.

•

Overallotment transactions involve sales by the underwriters of ordinary shares in excess of the number of shares the underwriters are obligated to purchase.  This creates a syndicate short position which may be either a covered short position or a naked short position.  In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in an option to purchase additional shares.  In a naked short position, the number of shares involved is greater than the number of shares in an option to purchase additional shares.  Because we have not granted the underwriters an option to purchase additional shares, the underwriters must close any short position by purchasing ordinary shares in the open market.

•

Syndicate covering transactions involve purchases of ordinary shares in the open market after the distribution has been completed in order to cover syndicate short positions.  Because we have not granted the underwriters an option to purchase additional shares, the underwriters must close any short position by purchasing ordinary shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the ordinary shares in the open market that could adversely affect investors who purchase in the offering.

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the ordinary shares originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

•

sell, offer to sell, contract to sell or lend, effect any short sale or establish or increase a put equivalent position (as defined in Rule 16a-1(h) under the Exchange Act or liquidate or decrease any call equivalent position (as defined in Rule 16a-1(h) under the Exchange Act), pledge, hypothecate or grant any security interest in, or in any other way transfer or dispose of, in each case whether effected directly or indirectly, any shares or any options or warrants or other rights to acquire shares or any securities exchangeable or exercisable for or convertible into shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into shares (“related securities”), currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the holder or a family member,

•

enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of shares or related securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise,

•

announce the offering of any shares or related securities or make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any shares or related securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration,

•

file any registration statement under the Securities Act in respect of any shares or related securities (other than as contemplated by this offering), or

•

publicly announce an intention to do any of the foregoing.

1.

exercise an option or other equity award to purchase shares granted under any of our equity incentive plans or equity purchase plans, whether for cash or by net exercise or “cashless” exercise, insofar as such option or other equity award is outstanding as of the date hereof, provided that the underlying shares shall continue to be subject to the above restrictions;

2.

exercise a convertible note to purchase shares existing as of the date hereof, provided that the underlying shares shall continue to be subject to the above restrictions and provided, further that, if required, any public report or filing under the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the exercise of a convertible note, that no shares were sold by the reporting person and that shares received upon exercise of the convertible note are subject to the above restrictions;

3.

establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares, provided that, such plan does not provide for any transfers of shares or related securities during the lock-up period and the entry into such plan is not voluntarily announced during the lock-up period, and any required announcement or filing under the Exchange Act includes a statement to the effect that no transfer of shares or related securities shall be made under such plan during the lock-up period;

4.

transfer or dispose of shares acquired on the open market following this offering, provided that no public report or filing under the Exchange Act shall be required, or made voluntarily, in connection with such transfer or disposition during the lock-up period;

5.

transfer shares to us as forfeitures to satisfy tax withholding obligations of the transferor in connection with the vesting or exercise of equity awards by the transferor pursuant to our equity incentive plans, insofar as such equity awards are outstanding as of the date hereof, provided that, if required, any public report or filing under the Exchange Act shall clearly indicate in the footnotes thereto that the purpose of such transfer was to cover tax obligations of the transferor in connection with such vesting or exercise; or

6.

pursuant to a bona fide third-party tender offer for all of our outstanding shares, merger, consolidation or other similar transaction made to all holders of our securities involving a change of control (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the transferor may agree to transfer, sell, tender or otherwise dispose of shares or other such securities in connection with such transaction, or vote any shares or other such securities in favor of any such transaction), provided that, in the event that such tender offer, merger, consolidation or other such transaction is not completed, such securities held by the transferor shall remain subject to the above restrictions.

•

our Annual Report on Form 20-F for the fiscal year ended on December 31, 2025, filed with the SEC on March 19, 2026;

•

the description of share capital (incorporated by reference to Exhibit 2.2 of the Annual Report on Form F-20 for the year ended December 31, 2025 filed with the SEC on March 19, 2026), including any subsequent amendment or any report filed for the purpose of updating such description.

•

the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;

•

the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and

•

the judgment is executory in the state in which it was given.

•

the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);

•

the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;

•

the judgment was obtained by fraud;

•

the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;

•

the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel;

•

the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or

•

at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel.

TD Cowen

LifeSci Capital