Registration No. ______________
As filed with the Securities and Exchange Commission on March 10, 2023



Sol-Gel Technologies Ltd.
(Exact name of registrant as specified in its charter)

State of Israel
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)

Sol-Gel Technologies Ltd.
7 Golda Meir St., Weizmann Science Park
Ness Ziona, 7403650, Israel
Tel: +972-8-931-3433
(Address of Principal Executive Offices) (Zip Code)

Sol-Gel Technologies Ltd. 2014 Share Incentive Plan
 (Full title of the plan)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware
(Name and address of agent for service)

+1 (302) 738-6680
(Telephone number, including area code, of agent for service)

Copies to:

Nathan Ajiashvili
Latham & Watkins LLP 
1271 Avenue of the Americas
New York, New York 10020
Tel: +1 212 906 1200
Perry Wildes
Goldfarb Gross Seligman & Co.
One Azrieli Center
Tel Aviv 6702100, Israel
Tel: +972 (3) 607-4444

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer", "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Non-Accelerated Filer ☐
Accelerated Filer ☐
Smaller reporting company ☐
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

This Registration Statement on Form S-8 (this “Registration Statement”) registers an additional 2,179,682 ordinary shares, par value NIS 0.01 per share, of Sol-Gel Technologies Ltd., (the “Company”), which may be issued under the Company's 2014 Israeli Share Incentive Plan (the "Plan") for which a registration statement of the Company on Form S-8 (File No. 333-223915) is effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended, or the Securities Act, and the Introductory Note to Part I of Form S-8.
The following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) by Sol-Gel Technologies Ltd., a company organized under the laws of Israel (the “Company” or the “Registrant”), are incorporated herein by reference and made a part hereof:

the Company’s Annual Report for the year ended December 31, 2022 on Form 20-F filed with the Commission on March 10, 2023;

the Company's reports on Form 6-K furnished to the Commission on January 27, 2023, January 31, 2023 and March 1, 2023 and our Form 6-K/A furnished on February 21, 2023 (in each case only to the extent provided in such Form 6-K or 6-K/A, as the case may be);  and

the description of the Company’s ordinary shares, par value NIS 0.1 per share, included in the registration statement on Form 8-A filed on January 26, 2018 (File No. 001-38367) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All documents or reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and to the extent designated therein, certain reports on Form 6-K, furnished by the Company, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports; provided, however, that documents and reports, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement in a document or report incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document or report which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8.          EXHIBITS


* Incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form F-1/A filed with the Securities and Exchange Commission on January 23, 2018.
** Incorporated herein by reference to Exhibit 1.2 to the Registrant's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 10, 2023.
*** Incorporated by reference to Exhibit 4.4 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 24, 2020.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ness Ziona, State of Israel, on this 10th day of March, 2023.
Sol-Gel Technologies Ltd.

By: /s/ Alon Seri-Levy
Alon Seri-Levy
Chief Executive Officer

KNOW ALL BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Alon Seri-Levy and Gilad Mamlok, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement and any and all future amendments (including post-effective amendments) to the registration statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended this registration statement has been signed by the following persons in the capacities and on the dates indicated:
/s/ Alon Seri-Levy
Alon Seri-Levy
Chief Executive Officer and Director 
March 10, 2023
/s/ Gilad Mamlok            
Gilad Mamlok
Chief Financial Officer 
March 10, 2023
/s/ Moshe Arkin
Moshe Arkin
Chairman, Board of Directors March 10, 2023
/s/ Itai Arkin
Itai Arkin
Director March 10, 2023
/s/ Shmuel Ben Zvi                 
Shmuel Ben Zvi
March 10, 2023
 /s/ Hani Lerman                
Hani Lerman
March 10, 2023
Yaffa Krindel-Sieradzki
Director March   , 2023
/s/ Jonathan B. Siegel         
Jonathan B. Siegel
Director March 10, 2023
 /s/ Ran Gottfried         
Ran Gottfried
Director March 10, 2023
 /s/ Jerrold S. Gattegno         
Jerrold S. Gattegno
Director March 10, 2023

Puglisi & Associates
Authorized U.S. Representative

By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director

March 10, 2023

Exhibit 5.1

Tel-Aviv, March 10, 2023
Sol-Gel Technologies Ltd.
7 Golda Meir St., Weizmann Science Park
Ness Ziona, 7403648, Israel

Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as the Israeli counsel to Sol-Gel Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its filing of a registration statement on Form S-8 on March 10, 2023 (the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of 2,179,682 of the Company’s ordinary shares, par value NIS 0.01 per share (the “Plan Shares”), which may be issued under the Company's 2014 Israeli Share Incentive Plan (the “Plan”).
In our capacity as counsel to the Company, we have examined originals or copies, satisfactory to us, of the Company’s (i) Articles of Association of the Company, as amended, (ii) the Plan, and (iii) resolutions of the Company’s board of directors. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the foregoing, we are of the opinion that the 2,179,682 Plan Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan, and, as the case may be, pursuant to the terms of the awards that may be granted under the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Goldfarb Gross Seligman & Co.


Exhibit 23.2

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sol-Gel Technologies Ltd. of our report dated March 10,2023 relating to the financial statements, which appears in the Annual Report of Sol-Gel Technologies Ltd. on Form 20-F for the year ended December 31, 2022.
Tel-Aviv, Israel
/s/Kesselman & Kesselman
March 10, 2023
Certified Public Accountants (Isr.)
A member firm of PricewaterhouseCoopers International Limited

Exhibit 107.1

Calculation of Filing Fee Table
Form S-8

Form Type

Sol-Gel Technologies Ltd.

(Exact Name of Registrant as Specified in its Charter

Table 1: Newly Registered Securities

Security Type
 Security Class Title
Calculation or Carry Forward Rule
Amount Registered(1)
Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of
2014  Share Incentive Plan
Ordinary Shares, NIS 0.01 par value per share
457(c) and 457(h)
Total Offering Amounts
Total Fee Offsets(6)
Net Fee Due

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares of the Registrant (the “Ordinary Shares”) that become issuable under the Company's 2014 Share Incentive Plan (the "Plan"), by reason of any stock dividend, stock split, or other similar transaction.
Represents the number of additional Ordinary Shares reserved for future issuance under the Plan.
Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act, and based on the average of the high and low prices of the Ordinary Shares as reported on The Nasdaq Global Market on March 7, 2023.
Represents Ordinary Shares issuable upon exercise of outstanding options with fixed exercise prices under the Plan, with a weighted average exercise price of $7.72 per Ordinary Share.
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act and based on the weighted average price at which such options may be exercised.
The Registrant does not have any fee offsets.