[6-K] Sol-Gel Technologies Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Sol-Gel Technologies Ltd. submitted a Form 6-K reporting two exhibits: a press release dated August 15, 2025 and unaudited condensed consolidated financial statements as of June 30, 2025 covering the three- and six-month periods ended June 30, 2025. The filing amends and restates the incorporation-by-reference language so that Exhibit 99.1 (except for four paragraphs immediately preceding the financial-results heading) and Exhibit 99.2 are incorporated into the company’s registration statements on Forms S-8 and F-3. The report is signed by the Chief Financial Officer, indicating the exhibits are being furnished to the SEC and made available to investors and registrants relying on the referenced registration statements.

Positive

• Unaudited condensed consolidated financial statements as of June 30, 2025 were furnished, increasing disclosure
• Press release dated August 15, 2025 was furnished and incorporated by reference

Negative

• The Form 6-K text does not include line-item financials or summarized earnings; investors must open Exhibit 99.2 to see numeric results
• The incorporation-by-reference amendment excludes four specific paragraphs of the press release from incorporation, which may limit which statements are carried into registration statements

Insights

Financial Reporting Expert

TL;DR: The company furnished Q2 unaudited financials and a press release; incorporation wording was amended.

The filing furnishes unaudited condensed consolidated financial statements as of June 30, 2025, which provide the primary financial disclosure for the quarter and half-year. Including these statements in a Form 6-K is standard for a foreign private issuer and ensures the information is available to U.S. investors.

The amendment to the incorporation-by-reference paragraph clarifies which portions of the press release and the financial statements are incorporated into the company’s Form S-8 and Form F-3 registration statements, affecting how those registration statements reference current financial disclosures.

Securities Compliance Counsel

TL;DR: The filing reflects procedural compliance rather than new operational disclosures.

Furnishing the press release dated August 15, 2025 and restating incorporation language is a compliance action that helps ensure disclosure alignment across registration statements. It does not itself announce substantive transactions or forward guidance in the text provided.

If investors need numeric detail or commentary, they must review Exhibit 99.2 (financial statements) and Exhibit 99.1 (press release) referenced in the filing because the Form 6-K text does not include line-item financials.

0001684693--12-31false6-K2025-06-30Q2

 

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

For the month of August 2025

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):  ☐

Explanatory Note

On August 15, 2025, Sol-Gel Technologies Ltd. (the “Company”) issued a press release announcing the Company's financial results for the quarter ended June 30, 20245 In addition, the Company is submitting with this Form 6-K its unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months then ended.

Attached hereto are the following exhibits:

Exhibit 99.1          Press release dated August 15, 2025

Exhibit 99.2          Unaudited condensed consolidated financial statements as of June 30, 2025 and for the three and six months then ended.

Exhibit 99.1 (other than the four paragraphs immediately preceding the heading “Financial Results for the Second Quarter 2025”) and 99.2 are hereby incorporated by reference into the Company's Registration Statements on Form S-8 (Registration Nos. 333-223915, 333-270477 and 333-286820) and its Registration Statement on Form F-3 (Registration No 333-286822).

The incorporation by reference paragraph in the Original Form 6-K is hereby amended and restated as follows:

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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.

	SOL-GEL TECHNOLOGIES LTD.
Date:  August 15, 2025	By:	/s/ Eyal Ben-Or
		Eyal Ben-Or
		Chief Financial Officer

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FAQ

What did Sol-Gel Technologies (SLGL) file in this Form 6-K?

The company furnished a press release dated August 15, 2025 (Exhibit 99.1) and unaudited condensed consolidated financial statements as of June 30, 2025 for the three- and six-month periods ended June 30, 2025 (Exhibit 99.2).

Does the Form 6-K include the full Q2 financial details for SLGL?

The filing references and furnishes the Q2 unaudited financial statements, but the Form 6-K text provided here does not contain the line-item financial data; review Exhibit 99.2 for full numbers.

What change was made to the incorporation-by-reference language?

The incorporation-by-reference paragraph was amended and restated so that Exhibit 99.1 (except four paragraphs before the financial-results heading) and Exhibit 99.2 are incorporated into the company’s Forms S-8 and F-3 registration statements.

Who signed the Form 6-K for Sol-Gel?

The report is signed by Eyal Ben-Or, the company’s Chief Financial Officer.

Are there material transactions or earnings guidance in the Form 6-K text?

No material transactions or earnings guidance are stated in the Form 6-K text provided; material financial details appear in the referenced exhibits.