|
SOL-GEL TECHNOLOGIES LTD.
|
|
|
||
Date: August 15, 2025
|
By:
|
/s/ Eyal Ben-Or
|
|
|
Eyal Ben-Or
|
|
|
Chief Financial Officer
|
3
• |
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
|
• |
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.
|
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
|
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
|
Page | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
F-2 | |
F-3 | |
F-4 - F-5 | |
F-6 | |
F-7 - F-14 |
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
|
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
|
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
|
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
|
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
|
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
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
(Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
(Unaudited)
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.
|
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.
|
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.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
(Unaudited)
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.
|
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
|
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
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
(Unaudited)
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
|
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
|
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.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
(Unaudited)
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.
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
(Unaudited)
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.
|
a. |
Ordinary shares |
b. |
Options grants
|
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
|
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.
|