UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of February 2023
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.
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
This Form 6-K/A (the “Amendment”) amends the Report of Foreign Private Issuer on Form 6-K originally filed by Sol-Gel Technologies Ltd.
on February 13, 2023. The purpose of this Amendment is to change the record date and date of the Special Meeting of Shareholders.
Attached hereto and incorporated by reference herein are the following documents:
This Form 6-K and related exhibit are 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.
333-264190).
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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 21, 2023
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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 30, 2023
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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 Thursday, March 30, 2023, 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 a private placement to M. Arkin Dermatology Ltd., the Company’s controlling shareholder; and
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(2)
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To approve the renewal of the Registration Rights Agreement between the Company and M. Arkin Dermatology Ltd.
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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 attached Proxy Statement.
Shareholders of record at the close of business on Monday, February 27, 2023 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 accompanying Proxy Statement, please mark, date, sign and mail the proxy or voting instruction form to be provided 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 are provided both in the Proxy Statement and on the proxy card and voting instruction form to be provided. 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 to be provided will also available for viewing at http://ir.sol-gel.com/.
Sol-Gel Technologies Ltd.
February 21, 2023