Sol-Gel (NASDAQ: SLGL) prices $33.1M oversubscribed share offering

Rhea-AI Filing Summary

Sol-Gel Technologies Ltd. entered into an underwriting agreement for an underwritten registered direct offering of 459,112 ordinary shares at $72.00 per share, raising gross proceeds of approximately $33.1 million. All shares are being sold by the company under its effective Form F-3 shelf registration statement.

The company plans to use the net proceeds primarily to fund continued development and pre-commercialization activities for its lead investigational candidate SGT-610, as well as research and development, with the remainder for working capital and other general corporate purposes. The offering, described as oversubscribed, is expected to close on or about March 25, 2026, subject to customary closing conditions.

Insights

Biopharma equity & capital structure analyst

Sol-Gel raises equity capital to fund SGT-610 development.

Sol-Gel Technologies is issuing 459,112 ordinary shares at $72.00 per share in an underwritten offering, for expected gross proceeds of about $33.1 million. All shares are primary, providing new cash directly to the company rather than existing holders.

The stated priority for net proceeds is advancing SGT-610, a phase 3, orphan- and breakthrough-designated topical hedgehog inhibitor for Gorlin syndrome, along with broader research and development and general corporate purposes. Multiple named healthcare-focused investors participated, and the transaction was characterized as oversubscribed.

For shareholders, this type of equity raise typically involves some dilution, balanced by increased funding for late-stage clinical development and potential commercialization efforts. Actual impact on valuation will depend on Sol-Gel’s progress in the Gorlin syndrome phase 3 program and subsequent regulatory outcomes discussed in its other SEC reports.

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 March 2026

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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On March 23, 2026, Sol-Gel Technologies, Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC and LifeSci Capital LLC as representative (the “Representative”) of the underwriters named therein, relating to the issuance and sale by the Company of 459,112 ordinary shares of the Company, par value NIS 1.00 per share (the “Ordinary Shares”), in an underwritten registered direct offering (“Offering”) at a public offering price of $72.00 per Ordinary Share. The sale of the Ordinary Shares in the Offering was made by means of a shelf registration statement on Form F-3 (File No. 333-286822) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on May 8, 2025, and the prospectus contained therein, as supplemented by the prospectus supplement, dated March 23, 2026. The Offering is expected to close on or about March 25, 2026, subject to satisfaction of customary closing conditions. The gross proceeds from the Offering, before deducting underwriting discounts and commissions and other estimated offering expenses, are expected to be approximately $33.1 million.
 

The Company intends to use the net proceeds from the Offering to fund the continued development of SGT-610, including pre-commercialization activities and research and development, and the remainder for working capital and other general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters thereunder against certain liabilities, including for liabilities under the Securities Act, and termination provisions. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company.

The description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, copies of which is attached hereto as Exhibit 1.1.

A copy of the opinion of Goldfarb, Gross, Seligman & Co. regarding the validity of the Ordinary Shares issued and sold in the Offering is filed as Exhibit 5.1 to this Report on Form 6-K and is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-286822) filed with the SEC.

On March 23, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Attached hereto and incorporated by reference herein are the following exhibits:

Exhibit 1.1: Underwriting Agreement, dated March 23, 2026, between the Company and TD Securities (USA) LLC and LifeSci Capital LLC.

Exhibit 5.1: Opinion of Goldfarb, Gross, Seligman & Co.

Exhibit 23.1: Consent of Goldfarb, Gross, Seligman & Co. (included in Exhibit 5.1).

Exhibit 99.1: Company’s press release entitled: “Sol-Gel Technologies Ltd. Announces Pricing of Oversubscribed Underwritten Offering.”

This Form 6-K and related exhibits are hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (Registrations No. 333-223915, 333-270477 and 333-286820) and its Registration Statements on Form F-3 (Registrations No. 333-286822 and 333-270478).

2

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: March 24, 2026	By:	/s/ Eyal Ben-Or
		Eyal Ben-Or
		Chief Financial Officer

3

Exhibit 99.1

          

Sol-Gel Technologies Ltd. Announces Pricing of Oversubscribed

Underwritten Offering

NESS ZIONA, Israel, March 23, 2026 (GLOBE NEWSWIRE) – Sol-Gel Technologies Ltd. (the “Company”) (NASDAQ: SLGL) today announced the pricing of an underwritten offering of 459,112 ordinary shares (the “Shares”) at a price of $72.00 per Share, resulting in gross proceeds to the Company, before deducting underwriting discounts and commissions and other estimated offering expenses, of approximately $33.1 million. All of the Shares are to be sold by the Company. The offering is expected to close on or about March 25, 2026, subject to satisfaction of customary closing conditions.

The offering included participation from new and existing investors, including Great Point Partners, LLC, Trails Edge Capital Partners, Surveyor Capital (a Citadel company), Affinity Asset Advisors, Squadron Capital Management, Stonepine Capital Management and AuGC BioFund .

The Company intends to use the net proceeds from the offering to fund the continued development of SGT-610, including pre-commercialization activities and research and development, and the remainder for working capital and other general corporate purposes.

TD Cowen and LifeSci Capital are acting as joint book-running managers for the offering.

The Shares are being offered by the Company pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-286822) filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025, which was declared effective by the Securities and Exchange Commission on May 8, 2025, and other related documents. The Company will also file a final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering with the SEC. These documents are or will be made available on the SEC’s website at www.sec.gov.

When available, copies of the prospectus supplement and the accompanying prospectus relating to this offering may also be obtained from TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com; or LifeSci Capital LLC, 1700 Broadway, 40th Floor, New York, New York 10019, or by email at compliance@lifescicapital.com.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Shares or any other securities, nor will there be any sale of the Shares or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Sol-Gel Technologies

Sol-Gel is a specialized dermatology company advancing innovative therapies for rare and serious skin diseases. Its lead investigational candidate, SGT-610 (patidegib gel, 2%), is a Phase 3, orphan- and breakthrough-designated topical hedgehog inhibitor being developed for the prevention of new basal cell carcinoma (BCC) lesions in patients with Gorlin syndrome, with the potential to offer an improved safety profile relative to oral hedgehog inhibitors. Subject to regulatory approval in Gorlin syndrome, SGT-610 may also represent a future opportunity in high-frequency BCC. Sol-Gel is also advancing SGT-210, an investigational topical EGFR inhibitor for indications with significant unmet need, and has developed two FDA-approved dermatology products, TWYNEO® and EPSOLAY®.

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  expected timing and closing of the offering, the receipt of the proceeds from the offering, the expected use of proceeds from the offering, and the development of the Phase 3 program of SGT-610 in Gorlin syndrome and its expected improved safety profile compared to oral hedgehog inhibitors and its potential future opportunity in high-frequency BCC. 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 expectations 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, market conditions and the satisfaction of closing conditions related to the offering and the risk that we will not successfully complete the Gorlin Phase 3 trial or the success of our clinical trials, 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, the potential delay in receiving such regulatory approvals and the possibility of adverse regulatory or legal actions relating to our product candidates even if regulatory approval is obtained; (v) our collaborators’ ability to commercialize our pharmaceutical product candidates; (vi) our ability to obtain and maintain adequate protection of our intellectual property; (vii) our collaborators’ ability to manufacture our product candidates in commercial quantities, at an adequate quality or at an acceptable cost; (viii) our collaborators’ 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, China, Europe or Israel; and (xv) loss or retirement of key executives and research scientists; (xvi) general market, political and economic conditions in the countries in which the Company operates; and, (xvii) the current war between Israel and Hamas and any deterioration of the war in Israel into a broader regional conflict involving Israel with other parties. These factors 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 19, 2026, 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. Except as required by law, we undertake no obligation to update any forward-looking statements in this press release.

Sol-Gel Investor Relations:

Eyal Ben-Or

Chief Financial Officer

ir@sol-gel.com

FAQ

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

Sol-Gel Technologies announced an underwritten registered direct offering of 459,112 ordinary shares at $72.00 per share, for expected gross proceeds of about $33.1 million. All shares are sold by the company under an effective Form F-3 shelf registration statement.

How much money will Sol-Gel Technologies (SLGL) raise in the new share offering?

The offering is expected to generate gross proceeds of approximately $33.1 million from selling 459,112 ordinary shares at $72.00 per share. This amount is before underwriting discounts, commissions, and other offering expenses, so net proceeds to the company will be somewhat lower.

How will Sol-Gel Technologies (SLGL) use the proceeds from the offering?

Sol-Gel intends to use the net proceeds primarily to fund continued development of SGT-610, including pre-commercialization activities and research and development. Any remaining funds are earmarked for working capital and other general corporate purposes, supporting the company’s broader dermatology pipeline.

When is Sol-Gel Technologies’ underwritten offering expected to close?

The offering is expected to close on or about March 25, 2026, subject to satisfaction of customary closing conditions. Until those conditions are met and closing occurs, the transaction remains pending, though the pricing and investor participation have already been announced.

Which investors and banks are involved in Sol-Gel Technologies’ (SLGL) offering?

The offering includes participation from investors such as Great Point Partners, Trails Edge Capital Partners, Surveyor Capital, Affinity Asset Advisors, Squadron Capital Management, Stonepine Capital Management and AuGC BioFund. TD Cowen and LifeSci Capital are acting as joint book-running managers for the transaction.

What is Sol-Gel Technologies’ lead program SGT-610 mentioned in the filing?

SGT-610 (patidegib gel, 2%) is Sol-Gel’s lead investigational topical hedgehog inhibitor in phase 3 development for preventing new basal cell carcinoma lesions in Gorlin syndrome patients. It holds orphan and breakthrough designations and is being positioned as a potential safer alternative to oral hedgehog inhibitors.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.1 KB

Other Documents

• EX-1.1 EXHIBIT 1.1 227.2 KB
• EX-5.1 EXHIBIT 5.1 9.2 KB