UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of April 2020
Commission File Number 001-38367
SOL-GEL TECHNOLOGIES LTD.
(Translation of registrant’s name into English)
7 Golda Meir Street
Ness Ziona 7403650, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On April 13, 2020, Sol-Gel Technologies Ltd. (the “Company”) issued a press release announcing the closing of an additional $5.0 million investment. The Company is also posting on its website a
corporate presentation.
Attached hereto and incorporated by reference in this Report on Form 6-K are the following exhibits:
Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form F-3
(Registration No. 333-230564) and Registration Statement on Form S-8 (Registration No. 333-223915).
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, thereunto duly
authorized.
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SOL-GEL TECHNOLOGIES LTD.
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Date: April 13, 2020
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By:
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/s/ Gilad Mamlok |
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Gilad Mamlok
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Chief Financial Officer
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Exhibit 99.1
Sol-Gel Technologies Announces Closing of Additional $5.0 Million Investment
Investment is for ordinary shares and warrants to purchase ordinary shares at a combined price of $11 per ordinary
share and accompanying warrants to purchase 0.80 of an ordinary share
Investment brings total gross proceeds from the February 2020 transactions to $28 million
NESS ZIONA, Israel, April 13, 2020 (GLOBE NEWSWIRE) -- Sol-Gel Technologies, Ltd. (NASDAQ: SLGL), a clinical-stage dermatology company
focused on identifying, developing and commercializing branded and generic topical drug products for the treatment of skin diseases, today announced that following the approval by Sol-Gel’s shareholders, Sol-Gel’s controlling shareholder, M. Arkin
Dermatology Ltd., has closed an additional $5.0 million investment in Sol-Gel. This investment brings the total gross proceeds from the February 2020 underwritten offering and the M. Dermatology Ltd. investment to $28 million.
“I have been highly involved with Sol-Gel since August 2014, and I have watched management continue to execute on milestone after
milestone," commented Mori Arkin, Sol-Gel’s Chairman of the Board of Directors and Founder and Chairman of M. Arkin Dermatology Ltd. “I am happy to increase my investment in Sol-Gel, even at this premium, as I firmly believe in the Company’s ability
to provide patients with better skincare products.”
As part of the investment, Sol-Gel issued to M. Arkin Dermatology Ltd. 454,628 ordinary shares and warrants to purchase up to 363,702
ordinary shares in a private placement at a combined price of $11.00 per ordinary share and accompanying warrant to purchase 0.80 of an ordinary share, which is the same price as the public offering price of the ordinary shares and accompanying
warrants issued in Sol-Gel’s underwritten public offering that closed in February 2020. The warrants issued to M. Dermatology Ltd. have an initial exercise price of $14.00 per share, subject to certain adjustments, and will expire on February 19,
2023, which are on the same terms as the warrants issued in the public offering. M. Arkin Dermatology Ltd. agreed to make this private investment concurrently with the February 2020 underwritten public offering.
“We are extremely pleased to have the continued support from our lead shareholder, Mr. Mori Arkin, as we move towards our NDA filings for
Epsolay® and Twyneo® later this year and commercialization of both drug candidates, if approved, next year,” commented Dr. Alon Seri-Levy, Chief Executive Officer of Sol-Gel. “We thank Mori for his additional investment during
this tumultuous time, and thanks to this our cash resources are expected to be sufficient to fund our operational and capital expenditure requirements until the middle of 2021.”
About Sol-Gel Technologies
Sol-Gel is a clinical-stage dermatology company focused on identifying, developing and commercializing branded and generic topical drug
products for the treatment of skin diseases. Sol-Gel leverages its proprietary microencapsulation technology platform for Twyneo, for the treatment of acne vulgaris, and Epsolay, for the treatment of papulopustular rosacea. The Company’s pipeline
also includes SGT-210, an early-stage topical epidermal growth factor receptor inhibitor, erlotinib, for the treatment of punctate palmoplantar keratoderma, and preclinical assets tapinarof and roflumilast. For additional information, please visit www.sol-gel.com.
Forward-Looking Statements
This press release contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking
statements, including, but not limited to, statements regarding the clinical progress of our product candidates and the timing of the submission of an NDA for Epsolay and an NDA for Twyneo. These forward-looking statements include information about
possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Forward-looking statements are based on information we have when those statements are made or our
management’s current expectation and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could
cause such differences include, but are not limited to, risks relating to the effects of COVID-19 (coronavirus), the timing of a launch of a branded tapinarof product and the launch of a branded topical roflumilast in the U.S., risks related to the
timing of the submission of an NDA for Epsolay and an NDA for Twyneo as well as the following factors: (i) 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; (ii) our ability to complete the development of our product candidates; (iii) our ability to find suitable co-development partners; (iv) 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; (v) our ability to commercialize our
pharmaceutical product candidates; (vi) our ability to obtain and maintain adequate protection of our intellectual property; (vii) our ability to manufacture our product candidates in commercial quantities, at an adequate quality or at an
acceptable cost; (viii) our ability to establish adequate sales, marketing and distribution channels; (ix) acceptance of our product candidates by healthcare professionals and patients; (x) the possibility that we may face third-party claims of
intellectual property infringement; (xi) the timing and results of clinical trials that we may conduct or that our competitors and others may conduct relating to our or their products; (xii) 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; (xiii) potential product liability claims; (xiv)
potential adverse federal, state and local government regulation in the United States, Europe or Israel; and (xv) loss or retirement of key executives and research scientists. These and other important factors discussed in the Company's Annual
Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 24 , 2020 and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in
this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. Except as required by law, we undertake no obligation to update publicly any forward-looking statements after the date of
this press release to conform these statements.
For further information, please contact:
Sol-Gel Contact:
Gilad Mamlok
Chief Financial Officer
+972-8-9313433