UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
SOL-GEL TECHNOLOGIES LTD.
(Translation of registrant’s name into English)
For the month of February 2021
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.
Form 20-F ☒ 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
Attached hereto and incorporated herein by reference is the following exhibit:
Exhibit 99.1 is hereby incorporated by reference into the Company's Registration Statement on Form S-8 (Registration No. 333-223915)
and its Registration Statement on Form F-3 (Registration No. 333-230564).
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SIGNATURES
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: February 5, 2021
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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 LTD.
7 Golda Meir St., Weizmann Science Park, Ness Ziona, 7403650, Israel
+972-8-931-3433
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 22, 2021
________________________
Dear Sol-Gel Technologies Ltd. Shareholders:
We cordially invite you to attend a Special Meeting of Shareholders, or the Meeting, of Sol-Gel Technologies Ltd., or the Company, to be held at 4:00 p.m. (Israel time) on Monday,
March 22, 2021, at our offices at 7 Golda Meir St., Weizmann Science Park, Ness Ziona, Israel.
The Meeting is being called for the following purposes:
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(1)
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To approve the re-election of each of Mr. Ran Gottfried and Mr. Jerrold S. Gattegno as an external director of the Company, each for a three-year term, subject to, and in accordance with, the
provisions of the Israeli Companies Law, 5759-1999, or the Companies Law;
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(2)
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To approve the grant of options to purchase ordinary shares of the Company to each of our external directors and other independent directors in accordance with the requirements of the
Companies Law; and
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(3)
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To approve an amendment to the Compensation Policy of the Company.
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The Company is currently unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as
proxies shall vote according to their own judgment on those matters.
Our Board of Directors unanimously recommends that you vote in favor of each of the above proposals, which are
described in the Proxy Statement to be sent to shareholders.
Shareholders of record at the close of business on Friday, February 12, 2021 are entitled to notice
of and to vote at the Meeting.
Whether or not you plan to attend the Meeting, it is important that your shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Special Meeting of
Shareholders and Proxy Statement that will be provided, please mark, date, sign and mail the proxy or voting instruction form as promptly as possible. If voting by mail, the proxy must be received by Broadridge Financial Solutions, Inc.
("Broadridge") or at our registered office at least 48 hours (or such shorter period as the Chairman of the Meeting may determine) prior to the appointed time of the Meeting to be validly included in the tally of ordinary shares voted at the Meeting.
An earlier deadline may apply to receipt of your voting instruction form, if indicated therein. Detailed proxy voting instructions will be provided both in the Proxy Statement and on the proxy card and voting instruction form. Proxies may also be
executed electronically via www.proxyvote.com by utilizing the control number sent to you. Shareholders who hold their shares in street name may be able to utilize the control number sent to them to submit their voting instruction to their brokers,
trustees or nominees by other means, if so indicated on their voting instruction form. An electronic copy of the enclosed proxy materials will also be available for viewing at http://ir.sol-gel.com/.
Sol-Gel Technologies Ltd.
February 5, 2021