Sol-Gel Technologies Ltd. — Regulatory Filings 2022

Apr 19, 2022

6-K 1 zk2227639.htm 6-K Licensed to: company Document created using EDGARfilings PROfile 8.2.0.0 Copyright 1995 - 2022 Broadridge

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 April 2022

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): ☐

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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On April 19, 2022, Sol-Gel Technologies Ltd. (the “Company”) entered into an Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”), pursuant to which the Company may offer and sell its ordinary shares, par value NIS 0.1 per share (the “Shares”), from time to time, through Jefferies as its sales agent. The offer and sale of the Shares that may be sold pursuant to the Sale Agreement will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-264190), as supplemented by the prospectus supplement dated April 19, 2022 relating to the sale of the Shares. Pursuant to the prospectus supplement, the Company may offer and sell Shares having an aggregate offering price of up to $23,000,000.

Upon entry into the Sale Agreement, the Company and Jefferies terminated that certain Open Market Sale Agreement SM , dated January 10, 2020, by and between the Company and Jefferies.

Attached hereto and incorporated by reference in this Report on Form 6-K are the following exhibits:

Exhibit 1.1: Open Market Sale Agreement, dated April 19, 2022, by and between the Company and Jefferies LLC.

Exhibit 5.1: Opinion of Gross & Co. regarding the validity of the Shares.

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

This Report on Form 6-K is hereby incorporated by reference into the Company's 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.

/s/ Gilad Mamlok
Gilad Mamlok
Chief Financial Officer

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