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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Exhibit 99.1

          
Sol-Gel Reports Second Quarter 2025 Financial
Results and Provides Corporate Updates


Patient enrollment for our ongoing Phase-3 clinical trial of SGT-610 for Gorlin Syndrome has been completed; top-line results are expected in the fourth quarter of 2026


Phase-1b proof-of-concept clinical trial of SGT-210 for Darier disease is ongoing


Sol-Gel and Mayne Pharma Announce the Purchase of EPSOLAY and TWYNEO in the U.S. for a total consideration of $16 million to be received during 2025


Following recent transactions, Sol-Gel’s cash runway is expected to extend into the first quarter of 2027
 
NESS ZIONA, Israel, August 15, 2025 (GLOBE NEWSWIRE) - Sol-Gel Technologies, Ltd. (NASDAQ: SLGL), a dermatology company, pioneering treatments for patients with severe skin conditions, conducting a Phase-3 clinical trial of SGT-610 (patidegib gel, 2%) for Gorlin syndrome, and with two approved large-category dermatology products, TWYNEO® and EPSOLAY®, today announced financial results for the second quarter ended June 30, 2025 and provided a corporate update.
 
Q2 2025 and Recent Corporate Developments
 
Subject enrollment for the Phase 3 study in Sol-Gel’s key asset SGT-610 has been completed; Top-line results are expected in the fourth quarter of 2026. SGT-610 is a topically applied patidegib, a hedgehog signaling pathway blocker 2% gel. If approved, SGT-610 is expected to be the first product for the prevention of new BCC lesions in Gorlin syndrome patients and is targeting potential peak revenue exceeding $300 million annually.

Sol-Gel’s vehicle-controlled proof-of-concept phase-1b clinical trial for SGT-210 (topical erlotinib) in patients with Darier disease is ongoing. Darier disease is a significant unmet medical need, with a market potential estimated between $200 to $300 million. Due to the circumstances which prevailed in Israel in the last months, recruitment of patients has been slowed down. Therefore, the study completion and top-line results are expected in the fourth quarter of 2025.
Pending positive results, we anticipate filing for a Phase 2 IND, promptly following the completion of the present study.
 

SGT-210 is currently being used in compassionate treatment in a pediatric patient suffering from Olmsted disease, a debilitating rare skin disorder for which there is no approved treatment.
In addition, Sol-Gel supports a request from a leading hospital, for another debilitating skin condition.

On April 17, 2025, Sol-Gel announced it had entered into a product purchase agreement with a subsidiary of Mayne Pharma Group Limited (ASX: MYX) (Mayne Pharma) for the sale and exclusive license of the U.S. rights to EPSOLAY and TWYNEO. Under the terms of the agreement, Sol-Gel will receive a total of $16 million in two installments: $10 million already received during the second quarter of 2025 and $6 million expected in the fourth quarter of 2025, which is expected to extend the Company’s cash runway into the first quarter of 2027. This agreement was executed following the mutual termination by Sol-Gel and Galderma of the exclusive five-year license agreement in the U.S.

On May 5, 2025, Sol‑Gel implemented a 10‑for‑1 reverse share split of its ordinary shares, reducing shares outstanding from approximately 27.9 million to 2.8 million and adjusting authorized share capital to 5 million shares (par value NIS 1.0); the split, approved by shareholders on April 1, 2025, was intended to raise the per‑share price and maintain Sol‑Gel’s Nasdaq Capital Market listing, with trading continuing under the ticker "SLGL" on a split‑adjusted basis.
 
Mr. Mori Arkin, Executive Chairman of Sol-Gel, stated: "Sol‑Gel entered the second half of 2025 in a markedly stronger position. We have now completed enrollment in our pivotal Phase 3 trial of SGT‑610 for Gorlin syndrome, keeping us firmly on track to report top‑line data in the fourth quarter of 2026. If approved, SGT‑610 is expected to be the first therapy designed to prevent new basal cell carcinomas in this underserved population, with peak revenue which we estimate at more than $300 million annually. Our continuous interaction with physicians and patients of Gorlin disease makes us more conscious than before of the debilitating effects of this disease and the urgent need for a therapy that will improve the quality of life for these patients"
 
Mr. Arkin further commented "Our second key asset, SGT‑210, continues to advance despite certain recruitment impediments. The compassionate‑use requests of SGT-210 that we receive support our belief that this drug may have additional important indications beyond Darier disease."
 
Mr. Arkin added "Commercially, we’ve taken decisive steps to unlock the full value of our approved products. The agreement with Mayne Pharma extends our cash runway into the first quarter of 2027 and allows us to accelerate investment in our R&D pipeline and, outside the United States, agreements executed last year position TWYNEO and EPSOLAY for launch in most new territories beginning in 2027‑2028. According to partner forecasts, royalties from these ex‑U.S. markets are expected to grow to potentially approximately $10 million by 2031."
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Lastly, Mr. Arkin noted "As we look ahead, we remain firmly focused on delivering pivotal data for SGT‑610, advancing SGT‑210, and translating the global demand for TWYNEO and EPSOLAY into meaningful, non‑dilutive revenues, all in service of creating long‑term value for patients and shareholders alike."


Financial Results for the Second Quarter 2025
 
Total revenue for the second quarter was $17.2 million, which primarily consisted of $0.5 million in royalty revenue from Galderma and $16 million from sale of IP under the agreement with Mayne, compared to total revenue of $5.4 million for the same period in 2024, which primarily consisted of $0.6 million royalty revenue from Galderma and $4.8 million under the agreement with Beimei.
 
Research and development expenses were $4.6 million compared to $2.4 million for the same period in 2024. The increase of $2.2 million was primarily attributed to an increase of $1.7 million in manufacturing development expenses related to SGT-610 and an increase of $1.0 million in clinical trial expenses for SGT-610, offset by a decrease of $0.3 million in payroll and stock-based compensation expenses mainly due to the adoption of cost saving measures during 2024.
 
General and administrative expenses were $1.4 million compared to $1.4 million for the same period in 2024.
 
Sol-Gel reported a net income of $11.6 million for the second quarter of 2025 and earnings of $4.17 per basic and diluted share, compared to a net loss of $1.9 million and earnings of $0.71 per basic and diluted share for the same period in 2024.
 
As of June 30, 2025, Sol-Gel had $10.2 million in cash, cash equivalents, and deposits and $14 million in marketable securities for a total balance of $24.2 million. The Company expects its cash resources to fund cash requirements into the first quarter of 2027.

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About TWYNEO and EPSOLAY
 
TWYNEO is a topical cream containing a fixed-dose combination of tretinoin, 0.1%, and benzoyl peroxide, 3%, cream for the treatment of acne vulgaris in adults and pediatric patients 9 years of age and older. TWYNEO is the first acne treatment that contains a fixed-dose combination of benzoyl peroxide and tretinoin. Tretinoin and benzoyl peroxide are widely prescribed separately for acne vulgaris; however, benzoyl peroxide causes degradation of the tretinoin molecule, thereby potentially reducing its effectiveness if used at the same time or combined in the same formulation. TWYNEO uses silica (silicon dioxide) core shell structures to separately micro-encapsulate tretinoin crystals and benzoyl peroxide crystals enabling inclusion of the two active ingredients in the cream.
 
EPSOLAY is a topical cream containing benzoyl peroxide (BPO), 5%, for the treatment of bumps and blemishes (inflammatory lesions) of rosacea in adults. EPSOLAY utilizes a proprietary, patented technology to encapsulate BPO within silica-based microcapsules to create a barrier between the medication and the skin. The silica-based shell is designed to slowly release BPO over time to provide a tolerable and effective treatment.
 
About Gorlin Syndrome and SGT-610
 
SGT-610, a hedgehog signaling pathway blocker, has the potential to be the first ever treatment for prevention of BCCs in Gorlin syndrome patients, if approved. Gorlin syndrome, an autosomal dominant genetic disorder affecting approximately 1 in 27,000-31,000 people in the U.S., is mostly caused by inheritance of one defective copy of the tumor suppressor patched homolog 1 (PTCH1) gene. Normally, the PTCH1 gene blocks the smoothened, frizzle class receptor (SMO) gene, turning off the hedgehog signaling pathway when it is not needed. Mutations in the PTCH1 gene may cause a loss of PTCH1 function, release of SMO, and may allow BCC tumor cells to divide uncontrollably. Patidegib, the active substance in SGT-610, is designed to block the SMO signal, thus, allowing cells to function normally and reducing the production of new tumors.
 
About Sol-Gel Technologies
 
Sol-Gel Technologies, Ltd. is a dermatology company focused on identifying, developing and commercializing or partnering drug products to treat skin diseases. Sol-Gel developed TWYNEO which is approved by the FDA for the treatment of acne vulgaris in adults and pediatric patients nine years of age and older; and EPSOLAY, which is approved by the FDA for the treatment of inflammatory lesions of rosacea in adults.
 
The Company’s pipeline also includes Phase 3 clinical trial of Orphan and breakthrough drug candidate SGT-610, which is a new topical hedgehog inhibitor being developed to prevent the new basal cell carcinoma lesions in patients with Gorlin syndrome that is expected to have an improved safety profile compared to oral hedgehog inhibitors as well as topical drug candidate SGT-210 under investigation for the treatment of rare hyperkeratinization disorders.
 
For additional information, please visit our new website:  www.sol-gel.com
 
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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 the amounts expected to be received under our current and future licensing agreements our expected cash runway, the size of the markets for SGT-610 and SGT-210, t the timeline for advancing SGT-610 and SGT-210, including the timing for top-line results and the timing for payments from Mayne Pharma.  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, the risk that the amounts received from our current and future licensing agreements will not be as anticipated, the risk that the market for SGT-610 and SGT-210 will not be as anticipated, our ability to enter into further collaborations, lower than anticipated annual revenue income from new collaborations, a delay in the timing of our clinical trials, top-line results and regulatory filings, a delay in receipt of payments from Mayne Pharma and others, the success of our clinical trials, and an increase in our anticipated costs and expenses, 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 13, 2024, 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 Contact:
Eyal Ben-Or
Chief Financial Officer
info@sol-gel.com
+972-8-9313429


Source: Sol-Gel Technologies Ltd.
5


SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(U.S. dollars in thousands)

(Unaudited)
 
   
December 31,
   
June 30,
 
   
2024
   
2025
 
Assets
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
19,489
   
$
10,221
 
Bank deposits
   
12
     
12
 
Marketable securities
   
4,425
     
14,054
 
Accounts receivables
   
3,595
     
10,040
 
Prepaid expenses and other current assets
   
3,774
     
1,935
 
TOTAL CURRENT ASSETS
   
31,295
     
36,262
 
                 
NON-CURRENT ASSETS:
               
Restricted long-term deposits and cash equivalents
   
1,291
     
1,308
 
Long-term receivables
   
1,024
     
-
 
Property and equipment, net
   
202
     
162
 
Operating lease right-of-use assets
   
1,426
     
1,230
 
Other long-term assets
   
13
     
-
 
Funds in respect of employee rights upon retirement
   
595
     
345
 
TOTAL NON-CURRENT ASSETS
   
4,551
     
3,045
 
TOTAL ASSETS
 
$
35,846
   
$
39,307
 
                 
Liabilities and shareholders' equity
               
CURRENT LIABILITIES:
               
Accounts payable
 
$
1,265
   
$
1,165
 
Other accounts payable
   
3,590
     
3,308
 
Current maturities of operating leases
   
430
     
482
 
TOTAL CURRENT LIABILITIES
   
5,285
     
4,955
 
                 
LONG-TERM LIABILITIES:
               
Operating leases liabilities
   
878
     
700
 
Liability for employee rights upon retirement
   
833
     
415
 
Other long-term Liability
   
-
     
1,355
 
TOTAL LONG-TERM LIABILITIES
   
1,711
     
2,470
 
TOTAL LIABILITIES
   
6,996
     
7,425
 
                 
SHAREHOLDERS' EQUITY:
               
Ordinary shares, NIS 1 par value – authorized: 5,000,000 as of December 31, 2024 and June 30, 2025, respectively; issued and outstanding: 2,785,787 as of December 31, 2024 and June 30, 2025, respectively *
   
774
     
774
 
Additional paid-in capital
   
258,959
     
259,189
 
Accumulated deficit
   
(230,883
)
   
(228,081
)
TOTAL SHAREHOLDERS' EQUITY
   
28,850
     
31,882
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
35,846
   
$
39,307
 

*All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split.
 
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SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(U.S. dollars in thousands)
 
(Unaudited)
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2024
   
2025
   
2024
   
2025
 
REVENUE
 
$
5,899
   
$
18,292
   
$
5,433
   
$
17,261
 
RESEARCH AND DEVELOPMENT EXPENSES
   
7,783
     
13,489
     
2,438
     
4,646
 
GENERAL AND ADMINISTRATIVE EXPENSES
   
3,203
     
2,642
     
1,371
     
1,385
 
OPERATING INCOME (LOSS)
 
$
(5,087
)
   
2,161
   
$
1,624
   
$
11,230
 
FINANCIAL INCOME, net
   
719
     
641
     
352
     
380
 
NET INCOME (LOSS) FOR THE PERIOD
 
$
(4,368
)
   
2,802
   
$
1,976
   
$
11,610
 
BASIC AND DILUTED EARNINGS (LOSS) PER ORDINARY SHARE
 
$
(1.57
)
 
$
1.01
   
$
0.71
   
$
4.17
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS)  PER SHARE *
   
2,785,787
     
2,785,787
     
2,785,787
     
2,785,787
 

*All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split.
 
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All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split. For additional information see note 6a. 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Exhibit 99.2
 
SOL-GEL TECHNOLOGIES LTD.
 
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025

 
SOL-GEL TECHNOLOGIES LTD.
 
UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
 
TABLE OF CONTENTS
 
 
Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
 
F-2
F-3
F-4 - F-5
F-6
F-7 - F-14
____________________
__________________________________
____________________
 
The amounts are stated in U.S. dollars in thousands, except share and per share data

 

SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
 
(Unaudited)
 
   
December 31,
   
June 30,
 
   
2024
   
2025
 
Assets
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
19,489
   
$
10,221
 
Bank deposits
   
12
     
12
 
Marketable securities
   
4,425
     
14,054
 
Accounts receivables
   
3,595
     
10,040
 
Prepaid expenses and other current assets
   
3,774
     
1,935
 
TOTAL CURRENT ASSETS
   
31,295
     
36,262
 
                 
NON-CURRENT ASSETS:
               
Restricted long-term deposits and cash equivalents
   
1,291
     
1,308
 
Long-term receivables
   
1,024
     
-
 
Property and equipment, net
   
202
     
162
 
Operating lease right-of-use assets
   
1,426
     
1,230
 
Other long-term assets
   
13
     
-
 
Funds in respect of employee rights upon retirement
   
595
     
345
 
TOTAL NON-CURRENT ASSETS
   
4,551
     
3,045
 
TOTAL ASSETS
 
$
35,846
   
$
39,307
 
Liabilities and shareholders' equity
               
CURRENT LIABILITIES:
               
Accounts payable
 
$
1,265
   
$
1,165
 
Other accounts payable
   
3,590
     
3,308
 
Current maturities of operating leases
   
430
     
482
 
TOTAL CURRENT LIABILITIES
   
5,285
     
4,955
 
                 
LONG-TERM LIABILITIES:
               
   Operating leases liabilities
   
878
     
700
 
Liability for employee rights upon retirement
   
833
     
415
 
Other long-term Liability
   
-
     
1,355
 
TOTAL LONG-TERM LIABILITIES
   
1,711
     
2,470
 
TOTAL LIABILITIES
   
6,996
     
7,425
 
                 
SHAREHOLDERS' EQUITY:
               
Ordinary shares, NIS 1 par value – authorized: 5,000,000 as of December 31, 2024 and June 30, 2025, respectively; issued and outstanding: 2,785,787 as of December 31, 2024 and June 30, 2025, respectively *
   
774
     
774
 
Additional paid-in capital
   
258,959
     
259,189
 
Accumulated deficit
   
(230,883
)
   
(228,081
)
TOTAL SHAREHOLDERS' EQUITY
   
28,850
     
31,882
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
 
$
35,846
   
$
39,307
 
 
*All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split. For additional information see note 6a.
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F - 2

SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands)
 
(Unaudited)
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2024
   
2025
   
2024
   
2025
 
REVENUE
 
$
5,899
   
$
18,292
   
$
5,433
   
$
17,261
 
RESEARCH AND DEVELOPMENT EXPENSES
   
7,783
     
13,489
     
2,438
     
4,646
 
GENERAL AND ADMINISTRATIVE EXPENSES
   
3,203
     
2,642
     
1,371
     
1,385
 
OPERATING INCOME (LOSS)
 
$
(5,087
)
   
2,161
   
$
1,624
   
$
11,230
 
FINANCIAL INCOME, net
   
719
     
641
     
352
     
380
 
NET INCOME (LOSS) FOR THE PERIOD
 
$
(4,368
)
   
2,802
   
$
1,976
   
$
11,610
 
BASIC AND DILUTED EARNINGS (LOSS) PER ORDINARY SHARE
 
$
(1.57
)
 
$
1.01
   
$
0.71
   
$
4.17
 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS)  PER SHARE *
   
2,785,787
     
2,785,787
     
2,785,787
     
2,785,787
 
 
*All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split. For additional information see note 6a.
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F - 3

SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in thousands)
 
(Unaudited)
 
   
Ordinary shares
   
Additional
paid-in capital
   
Accumulated
deficit
   
Total
 
   
Number of
shares *
   
Amounts
   
Amounts
 
BALANCE AS OF JANUARY 1, 2024
   
2,785,787
     
774
     
258,173
     
(220,303
)
   
38,644
 
CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2024:
                                       
Loss for the period
   
-
     
-
             
(4,368
)
   
(4,368
)
Share-based compensation
   
-
     
-
     
626
             
626
 
BALANCE AT JUNE 30, 2024
   
2,785,787
     
774
     
258,799
     
(224,671
)
   
34,902
 
                                         
BALANCE AS OF JANUARY 1, 2025
   
2,785,787
     
774
     
258,959
     
(230,883
)
   
28,850
 
CHANGES DURING THE SIX MONTHS ENDED JUNE 30, 2025:
                                       
Income for the period
   
-
     
-
     
-
     
2,802
     
2,802
 
Share-based compensation
   
-
     
-
     
230
     
-
     
230
 
BALANCE AT JUNE 30, 2025
   
2,785,787
     
774
     
259,189
     
(228, 081
)
   
31,882
 
 
*All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split. For additional information see note 6a.
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F - 4

SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(U.S. dollars in thousands)
 
(Unaudited)
 
   
Ordinary shares
   
Additional
paid-in capital
   
Accumulated
deficit
   
Total
 
   
Number of
shares *
   
Amounts
   
Amounts
 
BALANCE AS OF APRIL 1, 2024
   
2,785,787
     
774
     
258,524
     
(226,647
)
   
32,651
 
CHANGES DURING THE THREE MONTHS ENDED JUNE 30, 2024:
                                       
Income for the period
   
-
     
-
             
1,976
     
1,976
 
Share-based compensation
   
-
     
-
     
275
     
-
     
275
 
BALANCE AT JUNE 30, 2024
   
2,785,787
     
774
     
258,799
     
(224,671
)
   
34,902
 
                                         
BALANCE AS OF APRIL 1, 2025
   
2,785,787
     
774
     
259,089
     
(239,691
)
   
20,172
 
CHANGES DURING THE THREE MONTHS ENDED JUNE 30, 2025:
                                       
Income for the period
   
-
     
-
     
-
     
11,610
     
11,610
 
Share-based compensation
   
-
     
-
     
100
     
-
     
100
 
BALANCE AT JUNE 30, 2025
   
2,785,787
     
774
     
259,189
     
(228, 081
)
   
31,882
 
 
*All share amounts have been retroactively adjusted to reflect a 1-for-10 reverse share split. For additional information see note 6a.
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F - 5

SOL-GEL TECHNOLOGIES LTD.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
 
(Unaudited)
 
   
Six months ended
June 30
 
   
2024
   
2025
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Imcome (loss) for the period
 
$
(4,368
)
 
$
2,802
 
Adjustments required to reconcile loss to net cash used in operating activities:
               
Depreciation
   
125
     
68
 
Changes in accrued liability for employee rights upon retirement, net
   
(10
)
   
(166
)
Share-based compensation expenses
   
626
     
230
 
Financial expenses (income), net
   
(2
)
   
48
 
Net changes in operating leases
   
(45
)
   
71
 
Changes in fair value of marketable securities
   
(87
)
   
140
 
Changes in operating asset and liabilities:
               
Accounts receivables
   
(5,682
)
   
(6,445
)
Prepaid expenses and other current assets
   
1,065
     
2,878
 
Accounts payable, accrued expenses and other
   
751
     
973
 
Net cash provided by (used in) operating activities
   
(7,627
)
   
599
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of property and equipment
   
-
     
(26
)
Proceeds from sale of property and equipment
   
4
     
-
 
Investment in marketable securities
   
-
     
(14,078
)
Proceeds from maturity of marketable securities
   
5,646
     
4,309
 
Short-term deposits
   
6,000
     
-
 
Long-term deposits
   
821
     
(17
)
Net cash provided by (used in) investing activities
   
12,471
     
(9,812
)
CASH FLOWS FROM FINANCING ACTIVITIES:
   
-
     
-
 
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
   
2
     
(48
)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
   
4,846
     
(9,261
)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
   
7,863
     
20,665
 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
 
$
12,709
   
$
11,404
 
Cash and Cash equivalents
   
11,549
     
10,221
 
Restricted cash equivalents included in restricted long-term deposits and cash equivalents
   
1,160
     
1,183
 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS
   
12,709
     
11,404
 
SUPPLEMENTARY INFORMATION:
               
Interest received
 
$
1,121
   
$
369
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

F - 6

SOL-GEL TECHNOLOGIES LTD.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
 
(Unaudited)
 
NOTE 1 – NATURE OF OPERATIONS
 
The Company is an innovative dermatology company with a successful track record of two NDA approvals and advanced orphan drugs pipeline. The Company has two approved drugs: (i) Twyneo®, which was developed for the treatment of acne vulgaris and received marketing authorization by the U.S. Food and Drug Administration (the "FDA") on July 27, 2021 and (ii) Epsolay®, a treatment for subtype II rosacea that received marketing authorization by the FDA on April 25, 2022. On April 14, 2022, the Company announced that Twyneo® is available for purchase by consumers who obtain a prescription from their physician. On June 2, 2022, the Company announced that Epsolay® is available for purchase by consumers who obtain a prescription from their physician. On August 15, 2024, the Company entered into a Termination Agreement ("the Agreement") with Padagis, according to which Padagis will pay to the Company $4,250 and future royalties, see Note 5c.
 
On January 27, 2023 the Company entered into an asset purchase agreement ("APA") with PellePharm, Inc. (hereafter - “PellePharm”), pursuant to which the Company agreed to purchase all of the assets related to the topically-applied patidegib, a hedgehog signaling pathway blocker, for the treatment of Gorlin syndrome (such compound designated as investigational compound SGT-610). On January 30, 2023, upon closing of the transaction, the Company paid an upfront payment (hereafter - "upfront payment") of $4 million to PellePharm. The Company is required to pay an additional amount of $0.7 million, subject to the terms as defined in the APA, 15 months from the closing date, as of the date of the financial statements the amount was not paid. In addition, the Company will be required to pay total development and NDA acceptance milestones of up to $6 million, and up to $64 million in commercial milestones which amount increases to $89 million when sales exceed $500 million as well as single digit royalties which increase to double digit royalties when sales exceed $500 million.
 
During March 2024 the first development milestone event was completed and the Company recorded an amount of $500 as clinical expenses.
 
The upfront payment and the additional development milestone payments under the APA represent payments for research and development in-process ("IPR&D") acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use. Accordingly, such payments are expensed as incurred and are recognized as research and development expenses.
 
On May 15, 2024, the Company and Shenzhen Beimei Pharmaceutical Co. Ltd. ("Beimei"), entered into an asset purchase agreement. For further details, see Note 5d.
 
At the beginning of 2025, the Company committed to fund approximately $2.9 million (€2.7 million) for a hydrogenator at Ajinomoto Bio-Pharma Services ("Omnichem") to support the commercial manufacturing of Patidegib API.
 
The payment will be made in two installments:
 
  a.
$1.4 million (€1.3 million) paid in March 2025.
 
  b.
$1.5 million (€1.4 million) is due in December 2026, which payment is composed of deferred principal and accrued interest. Accordingly, as of June 30, 2025, the total amount of this payment is recorded under Other Long-Term Liabilities in the balance sheet, amounting to $1.35 million
 
The Company recognized R&D expenses for a total amount of $2.6 million which is measured on a present value basis
 
F - 7

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS: (continued):
 
On April 17, 2025, the Company entered into a product purchase agreement with a subsidiary of Mayne Pharma Group Limited (“Mayne Pharma”) for the sale and exclusive license of the U.S. rights to EPSOLAY and TWYNEO. Under the terms of the agreement, the Company is entitled to receive a total of $16 million in two installments: $10 million in the second quarter of 2025 and $6 million in the fourth quarter of 2025. In May 2025, the Company received $10 million in connection with the agreement.This agreement was executed following the mutual termination by Sol-Gel and Galderma of the exclusive five-year license agreement in the U.S. for both product, see Note 5e.
 
The Company has a wholly owned U.S. subsidiary - Sol-Gel Technologies Inc. (the "Subsidiary"). The Subsidiary supports the Company with regard to marketing, regulatory affairs and business development relating to its products and technology in the U.S. The Subsidiary ceased to operate in 2024.
 
In October 2023, Israel was attacked by Hamas, a terrorist organization and entered a state of war. Since the commencement of these events, there have been additional active hostilities, including with Hezbollah in Lebanon, the Houthi movement which controls parts of Yemen, and with Iran. During January 2025, a cease fire with Hamas was declared. As of the date of these consolidated financial statements, the war is ongoing and continues to evolve. On June 21, 2025, U.S. President Donald Trump announced that the United States had conducted air strikes against three nuclear sites within Iran. On June 24, 2025, U.S. Pre sident Donald Trump announced that a ceasefire had been reached and as of such date there has been no further escalation of hostilities between Israel and Iran; however there is no assurance that the ceasefire will be upheld and military activity and hostilities may continue to exist at varying levels of intensity. Any or all of these situations may potentially escalate in the future to more violent events.
 
Currently, the Company’s activities in Israel remain largely unaffected. During the six months ended June 30, 2025, there was no material impact on the Company's ongoing operations in Israel. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees.
 
Risk and Uncertainties
 
Since incorporation through June 30, 2025, the Company has an accumulated deficit of $228,081  and its activities have been funded mainly by its shareholders, license agreements and sale of IP, see also Note 5. The Company expects to continue to incur significant research and development and other costs related to its ongoing operations.
 
Management expects that the Company's cash and cash equivalents, deposits and marketable securities (including the amounts to be received from the transaction with Mayne) will allow the Company to fund its operating plan through at least the next 12 months from the financial statement issuance date.

 

F - 8

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:
 
  a.
Basis of Presentation
 
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial statements. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements.  In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of June 30, 2025, the consolidated results of operations and the statements of changes in shareholders' equity for the six and three month periods ended June 30, 2025 and 2024 and the statements of cash flows for the six month periods ended June 30, 2025 and 2024.
 
The consolidated results for the six month period ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
 
These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2024. The comparative balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP.

 

  b.
Earnings (Loss) per share
 
Basic earnings (loss) per share is computed on the basis of the net earnings (loss) for the period divided by the weighted average number of ordinary shares outstanding during the period. Diluted earnings (loss) per share is based upon the weighted average number of ordinary shares and of potential ordinary shares outstanding when dilutive. Potential ordinary shares include outstanding stock options and warrants, which are included under the treasury stock method when dilutive.
 
The calculation of diluted earnings per share, does not include 693,360 options and warrants for the three months ended June 30, 2025 and 650,177 options and warrants for the three months ended June 30, 2024, respectively, as they are out of the money and therefore, their effect would be anti-dilutive.
 
The calculation of diluted earnings per share does not include 689,847 options and warrants for the six months ended June 30, 2025 as they are out of the money and therefore, their effect would be anti-dilutive.
 
The calculation of diluted loss per share does not include 699,386  options and warrants for the six months ended June 30, 2024, respectively, because the effect would be anti-dilutive.
 
  c.
Newly issued accounting pronouncements, not yet adopted:
 
  1)
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily though changes to disclosure regarding rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

 

F - 9

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:: (continued):
 
  2)
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

 

NOTE 3  MARKETABLE SECURITIES:
 
The following table sets forth the Company’s marketable securities for the indicated periods:
 
   
December 31,
   
June 30,
 
   
2024
   
2025
 
Level 2 securities:
           
Corporate bonds*
 
$
4,425
   
$
8,825
 
U.S government
    -    
$
5,229
 
Total
 
$
4,425
   
$
14,054
 
 
* Investments in Corporate bonds rated A or higher.
 
The Company elected the fair value option to measure and recognize its investments in debt securities in accordance with ASC 825, Financial Instruments as the Company manages its portfolio and evaluates the performance on a fair value basis.
 
The Company’s debt securities are classified within Level 2 because it uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value.
 
The table below sets forth a summary of the changes in the fair value of the Company’s marketable securities for the indicated periods:
 
   
Marketable securities
 
   
For the year ended
   
For the Six Months
 
   
December 31, 2024
   
ended June 30, 2025
 
             
Balance at beginning of the period
 
$
20,471
   
$
4,425
 
Purchases
   
-
     
14,078
 
Maturity
   
(15,871
)
   
(4,309
)
Changes in fair value during the period
   
(175
)
   
(140
)
Balance at end of the period
 
$
4,425
   
$
14,054
 

 

F - 10

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 4 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
 
Revenue:
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2024
   
2025
   
2024
   
2025
 
Royalties revenue
 
$
1,056
   
$
683
   
$
612
   
$
530
 
Sale of IP
   
4,800
     
16,000
     
4,800
     
16,000
 
License revenue
    -      
1,577
      -      
717
 
Support services
   
43
     
32
     
21
     
14
 
Total revenue
 
$
5,899
   
$
18,292
   
$
5,433
   
$
17,261
 
 
Research and development expenses: 
 
   
Six months ended
June 30
   
Three months ended
June 30
 
   
2024
   
2025
   
2024
   
2025
 
Payroll and related expenses 
 
$
1,957
     
1,687
   
$
1,000
   
$
763
 
Clinical and preclinical trials expenses 
   
3,693
     
3,660
     
905
     
1,850
 
Professional consulting and subcontracted work
   
1,451
     
4,722
     
214
     
1,656
 
Supplier-led manufacturing development
   
-
     
2,749
     
-
     
-
 
Other
   
682
     
671
     
319
     
377
 
Total Research and development expenses
 
$
7,783
   
$
13,489
   
$
2,438
   
$
4,646
 
 
NOTE 5 – REVENUE AGREEMENTS:
 
  a.
In June 2021, the Company entered into two exclusive license agreements with Galderma for the commercialization of two of the Company's most advanced investigational drug products (Twyneo® and Epsolay®) in the United States. During the six months ended June 30, 2025 and 2024 the Company recognized $433 and $723, respectively, as revenue from royalties in respect of the license agreement for both products. In April 2025, this agreement was mutually terminated by Sol - Gel and Galderma.
 
  b.
On June 6, 2023, the Company and Searchlight Pharma Inc. (“Searchlight”), a private Canadian specialty pharmaceutical company, signed on an exclusive license agreements for Twyneo® and Epsolay® for the Canadian market, over a fifteen-year term that is renewable for subsequent five-year periods. Searchlight will be responsible for obtaining and maintaining any regulatory approvals required to market and sell the drugs in Canada, with support from the Company.
 
Under the agreement, the Company will receive up to $11 million in upfront payments and regulatory and sales milestones for both drugs, combined. In addition, the Company will be entitled to royalty percentages of all Canadian net sales ranging from low-double-digits to high teens.

 

F - 11

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 5 – REVENUE AGREEMENTS: : (continued):
 
In June 2023, the Company received $500 as an upfront payment in connection with the license agreement and related support provided to Searchlight for obtaining the regulatory approval in the Canadian market. The Company is also required to support Searchlight during such period if needed based on agreed upon rates. The Company has identified two performance obligations in the license agreement as follows: (i) the license to market the products in Canada; and (ii) continuing support during the regulatory approval process.
 
The Company recorded a contract liability in respect of the support services of $40 and $64 and $78  as of June 30, 2025, December 31, 2024  and  June 30, 2024, respectively.
 
The Company recognized revenue of of $24 and $42 from continuing services in the six months ended June 30, 2025 and 2024, respectively.
 
In addition, the Company recognized $750 and $0 as license revenue in  in the six months ended June 30, 2025 and 2024, respectively.
 
  c.
In August 15, 2024, the Company entered into a Termination Agreement ("the Agreement") with the Padagis Israel Pharmaceuticals Ltd (“Padagis”). The purpose of the Agreement is to terminate the Development, Manufacturing and Commercialization Agreement dated June 28, 2020, and to sell its rights to Padagis in relation to Roflumilast cream and Roflumilast foam. As consideration for the Agreement between the parties, Padagis will pay to the Company $4,250, which will paid in eight quarterly installments. In addition, in the end of each quarter for five years as of the Launch Date (the date of first commercial sale of the Product in the Territory by Padagis or its Affiliates pursuant to the ANDA), Padagis shall pay Sol-Gel 2% royalties of Padais’s Gross Profits for that Product.
 
The Company has identified one performance obligation in the agreement. Revenue from sale of IP is recognized at a point in time, upon transfer of control over the sale of the IP to Padagis. Royalties from sale of IP are included in the transaction price based on expected value  method but included in the transaction price only when it is probable that a significant reversal of cumulative revenues will not occur. For the year ended December 31, 2024, the Company recognized revenue for a total amount of $3.8 million which is measured on a present value basis. This amount does not include variable consideration that was determined to be constrained (not probable that would not result in a significant reversal). 
 
  d.
On May 15, 2024, the Company and Beimei, a private Chinese company, signed an agreement for purchase by Beimei of certain rights in the intellectual property ("IP") related to Twyneo, for the treatment of acne vulgaris, in the mainland of China, Hong Kong, Macau, Taiwan and Israel. Under the terms of the agreement, Beimei will purchase from the Company the IP in these territories. The Company is also required to support Beimei to a certain extent during the period until obtaining regulatory approval. The Company may provide further support services to Beimei, if needed, based on agreed upon rates. In return, Sol-Gel is to receive payments of up to $10 million (including amounts contingent on achieving certain milestones) and up to $5 million as royalty payments on net sales.
 
The Company has identified multiple performance obligations in the agreement. Revenue from sale of IP is recognized at a point in time, upon transfer of control over the IP to Beimei. Support services are recognized over time as the services are performed.
 
In July and November 2024, the Company received $2 million and $1.5 million, respectively in connection with the agreement.

 

F - 12

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 5 – REVENUE AGREEMENTS: : (continued):
 
   
For the six months ended June 30, 2025, the Company did not recognize any revenue from the sale of intellectual property (IP), compared to $4.8 million recognized for the six-month period ended June 30, 2024 .This amount does not include variable consideration that was determined to be constrained (not probable that would not result in a significant reversal).
 
In addition, the Company allocated $200 to the support services to be recognized over time. For the six months ended June 30, 2025, the Company recognized a total amount of $8 thousand for continuing support. As of June 30, 2025, and December 31, 2024 the Company recorded a contract liability in respect of the support services of $122 and $130, respectively.
     
  e.
On April 17, 2025, the Company entered into a product purchase agreement with a subsidiary of Mayne Pharma Group Limited (“Mayne Pharma”) for the sale and exclusive license of the U.S. rights to EPSOLAY and TWYNEO. Under the terms of the agreement, the Company is entitled to receive a total of $16 million in two installments: $10 million in the second quarter of 2025 and $6 million in the fourth quarter of 2025. As of June 30, 2025, revenue of $16 million was recognized, while a remaining balance of $6 million has not yet been received. This agreement was executed following the mutual termination by Sol-Gel and Galderma of the exclusive five-year license agreement in the U.S. for both products.

 

NOTE 6 – SHARE CAPITAL:
 
  a.

Ordinary shares

 
On April 1, 2025, the Company’s shareholders approved a reverse share split of all the Company’s outstanding ordinary shares at a ratio of between 2:1 and 10:1 at a special meeting of shareholders. On April 9, 2025, the Board of Directors approved a 1-for-10 reverse share split of the Company’s ordinary shares, which became effective on Friday, May 2, 2025. In conjunction with the reverse share split, pursuant to the amended articles of association, the par value of the Company’s ordinary shares was adjusted from 0.1 NIS per share to 1.0 NIS per share, and the share capital was adjusted from 50,000,000 to 5,000,000 ordinary shares. All references made to share or per share amounts in the condenced consolidated financial statements and applicable disclosures herein are presented to reflect retroactive effect to the reverse share split.
 
  b.
Options grants
 
During the six months ended June 30, 2025, the Company granted 14,054 options to executive officers:
 
In February 2025, the Company granted a total of 14,054 options to executive officers to purchase ordinary shares at an exercise price of $8.96 per share.
 
The options vest over a period of 4 years; one quarter of the options vest on the first anniversary of the vesting commencement date (as described in each agreement) and the rest vest quarterly over the following three years. The options expire on the tenth anniversary of their grant date.
 
F - 13

SOL-GEL TECHNOLOGIES LTD.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)

 

(Unaudited)

 

NOTE 6 – SHARE CAPITAL : (continued):
 
The weighted average fair value of options granted in February 2025 was 53$. The underlying data used for computing the fair value of the options are as follows:
 
 
2025
Value of one ordinary share
$6.0
Dividend yield
0%
Expected volatility
69.85%
Risk-free interest rate
4.48%
Expected term
7 years

 

NOTE 7 – RELATED PARTIES:
 
  a.
Related parties include the controlling shareholder and companies under his control, the board of   directors and the executive officers of the Company.
 
  b.
As to options granted to executive officers, see note 6.
 
  c.
As of January 1, 2025, Mr. Mori Arkin, the Company’s Executive Chairman and controlling shareholder serves as the interim CEO of the Company. Mr. Arkin will not be entitled to any compensation for assuming this position. 

 

NOTE 8 – SEGMENTS
 
Our chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance based on consolidated net income which is consistent with the basis the consolidated statements of operations are presented. In addition, the CODM examines research and development expenses separately in order to make operating decisions. For additional information regarding research and development expenses, see note 4.
 
____________________
__________________________________
____________________
 
 
F - 14